1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
January 29, 2000
Commission File Number:
0-15230
MICHAEL ANTHONY JEWELERS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 13-2910285
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
115 SOUTH MACQUESTEN PARKWAY
MOUNT VERNON, NEW YORK 10550
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 699-0000
---------------------------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.001
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No __
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendments to
this Form 10-K. [ ]
As of April 11, 2000, there were 6,357,643 shares outstanding of Michael
Anthony's common stock.
The aggregate market value of common stock held by nonaffiliates at April
11, 2000 was $9,234,440. For purposes of this calculation, affiliates includes
Michael Anthony's executive officers and directors.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
DOCUMENTS INCORPORATED BY REFERENCE:
Part III Portions of registrant's Definitive Proxy Statement for Annual
Meeting of Stockholders for Fiscal 2000 (to be filed within 120 days of end of
fiscal year).
Part IV Certain exhibits to (i) registrant's Registration Statement on
Form S-1 (File No. 338289), (ii) registrant's Annual Report on Form 10-K for the
fiscal year ended June 30, 1994, (iii) registrant's Transition Report on Form
10-K for the transition period from July 1, 1994 to January 28, 1995, (iv)
registrant's Annual Report on Form 10-K for the fiscal year ended January 27,
1996, (v) registrant's Annual Report on Form 10-K for the fiscal year ended
February 1, 1997, (vi) registrant's Annual Report on Form 10-K for the fiscal
year ended January 31, 1998, (vii) registrant's Annual Report on Form 10-K for
the fiscal year ended January 30, 1999, (viii) registrant's Quarterly Report on
Form 10-Q for the quarter ended May 1, 1999, (ix) registrant's Quarterly Report
on Form 10-Q for the quarter ended July 31, 1999, (x) registrant's Current
Report on Form 8-K filed on September 21, 1999, and (xi) registrant's Quarterly
Report on Form 10-Q for the quarter ended October 30, 1999.
2
3
PART I
ITEM 1. BUSINESS.
GENERAL
Michael Anthony Jewelers, Inc. ("Michael Anthony") is a leading
designer, marketer and manufacturer of affordable fine jewelry in the United
States. We sell our jewelry directly to jewelry chain stores, discount stores,
department stores, television home shopping networks, catalogue retailers, and
wholesalers. Our jewelry is targeted towards the middle market, which generally
retails between $20 and $200 and between $300 and $1,200 for watches. Our
products include rope chain, bracelets, charms, pendants, earrings, rings and
watches. Our products are sold in over 20,000 retail locations nationwide.
Our home page on the Internet is www.michaelanthony.com. You can learn
about Michael Anthony by visiting that site.
Michael Anthony was organized as a Delaware corporation in 1986 and is
the successor to Michael Anthony Jewelers, Inc., a New York corporation,
organized in 1977.
FISCAL YEAR
Fiscal years ended January 29, 2000, January 30, 1999 and January 31,
1998 were comprised of 52 weeks, respectively.
As used throughout this document, (a) fiscal 2000 refers to the fiscal
year ended January 29, 2000, (b) fiscal 1999 refers to the fiscal year ended
January 30, 1999 and (c) fiscal 1998 refers to the fiscal year ended January 31,
1998.
PRODUCT LINES
Michael Anthony offers a broad selection of handcrafted gold and
gemstone jewelry. Many of our products carry the "Ma" trademark, which has
become widely recognized in the jewelry industry and with certain consumers.
Michael Anthony manufactures an extensive selection of casted gold charms and
pendants including religious symbols; popular sayings; sport themes and team
logos; animal motifs; nautical, seashore, western, musical, zodiac and other
thematic figures; initials; and abstract artistic creations. We also manufacture
a line of men's and ladies' 14 karat gold watches under the "Michael Anthony"
brand name. In addition, Michael Anthony designs, manufactures and distributes
karat gold jewelry accented with colored gemstones and invisible set diamond
rings. We have begun the outsourcing of gold chains and other items for resale
to our customers.
Through our M.A.J. manufacturing division, we manufacture gold rope,
mesh and other chains and gold locks, and design gold tubing and bangle blanks
used in the production of bangle bracelets and earrings. Through our M.A.E.
manufacturing division, we manufacture gold,
3
4
stamped and tubed earrings, pendants and certain jewelry components used by the
other divisions of Michael Anthony.
The table below sets forth the approximate percentage of (a) sales and
(b) kilograms shipped in fiscal years 2000, 1999 and 1998, respectively,
attributable to each of Michael Anthony's product categories.
------------------------------------------------------------------------------
Fiscal Fiscal Fiscal
2000 1999 1998
------------------------------------------------------------------------------
% of % of % of % of % of % of
Sales Kilograms Sales Kilograms Sales Kilograms
Shipped Shipped Shipped
- ------------------------------------------------------------------------------------------------------------
Casted charms/rings 34 29 39 36 42 34
- ------------------------------------------------------------------------------------------------------------
Chains 42 50 37 44 42 51
- ------------------------------------------------------------------------------------------------------------
Stamped earrings 9 7 8 7 6 5
- ------------------------------------------------------------------------------------------------------------
Watches and other items 15 14 16 13 10 10
- ------------------------------------------------------------------------------------------------------------
Michael Anthony's jewelry line includes licensed products that we
manufacture through licensing arrangements with, for example, Warner Bros., Inc.
(licensors of Looney Tunes(R) characters), National Football League Properties,
Inc., Major League Baseball Properties, Inc., NBA Properties, Inc., NHL
Enterprises, Inc., United Features Syndicate (Peanuts(R)), Cathy(R) and many
nationally recognized colleges, including the University of Notre Dame and the
University of Florida. Michael Anthony manufactures jewelry products,
particularly charms, pendants and pins, depicting the popular logos and symbols
associated with these licensors. Michael Anthony pays each of these licensors a
royalty ranging from 6% to 12% on sales of the licensed products. During the
fiscal year ended January 29, 2000, Michael Anthony's licensed products
represented approximately 5% of our net sales.
Michael Anthony maintains an in-house design staff which utilizes
CAD/CAM (computer aided design/computer aided manufacturing) technology to
enhance our design, modeling and production capabilities. The equipment is
utilized for the design of Michael Anthony's new products and for modifying the
scale of existing designs whenever possible. Michael Anthony obtains proprietary
protection for its products and designs. Michael Anthony updates its product
offerings periodically by adding new designs and eliminating less popular
styles. Items removed from the current catalogue generally remain available on a
special order basis.
We believe that our future success will depend, in part, on our ability
to enhance existing product lines and develop new styles and products to meet an
expanding range of customer requirements. As of April 11, 2000, our product
development staff consisted of 22 full time employees. Product development
expenses for molds and models for fiscal 2000 were approximately $891,000. We
anticipate that we will continue to commit substantial resources to product
development.
4
5
MANUFACTURING PROCESS
Our manufacturing facility is located in Mount Vernon, New York. We
utilize manufacturing processes that combine modern technology and mechanization
with hand craftsmanship to produce fashionable and affordable gold jewelry. Our
manufacturing processes include:
- the casting (or lost wax) method, which is a long-standing jewelry
manufacturing process;
- a photo etching process, which has allowed Michael Anthony to enter the
lower priced segment of the market through production of ultra light
weight products; and
- the diamond cut process, which produces a sparkling effect on a
finished piece of gold jewelry.
The machinery on which we manufacture our rope chain products can
operate up to 24 hours a day and requires minimal direct labor. This has enabled
us to become one of the lowest cost producers of rope chain in the World.
During fiscal 2000, Michael Anthony manufactured approximately 92.4% of
its products from gold bullion and other raw materials and purchased
approximately 7.6% of its product as semi-finished or finished goods. Michael
Anthony does not believe the loss of any supplier would have a material adverse
effect on its business. Alternative sources of supply for the goods purchased by
Michael Anthony are readily available.
During fiscal 2000, Michael Anthony began leasing a 7,500 square feet
assembly facility in the Dominican Republic. We are also in the process of
constructing a new 40,000 square feet manufacturing and assembly facility
located in the Dominican Republic. The facility is used for finishing and
assembly of earrings and bangle bracelets. We anticipate a completion date of
August 2000 at a cost of approximately $2,000,000 for land, building and
machinery.
OPEN ORDERS
Orders from our retail customers typically have shipment dates that
range from 24 hours to 60 days. Substantially all of our wholesale customers'
orders are for immediate shipment and generally are shipped within 7 days of
receipt. As of April 11, 2000, the aggregate dollar value of open orders was
approximately $10,477,000. We expect that substantially all of the current
orders will be shipped in the next 45 days. We do not believe that open orders
are indicative of our future results of operations, as open orders as of any
given date are not necessarily indicative of sales trends.
5
6
MARKETING AND SALES
We market and sell our jewelry primarily through our in-house sales
force. Sales are made by our sales personnel primarily at our showroom in Mount
Vernon, New York and direct presentations at customers' locations. Products are
promoted through the use of catalogues, advertisements in trade publications,
trade show exhibitions, cooperative advertising allowances with certain
customers and advertisements in consumer magazines like Vogue, In Style, Martha
Stewart and Vanity Fair.
Our marketing strategy is to increase brand recognition of the "Michael
Anthony" name. This includes advertising in consumer magazines and other
publications of many of America's finest retailers. We believe that there is
growing brand recognition of the "Michael Anthony" name and the "Ma" trademark
with consumers and that this recognition has enhanced sales of our products.
To better meet our customers' needs, we have a wide range of customer service
programs:
- inventory management assistance through electronic data interchange;
- customized packaging and bar coding; and
- computerized analysis of sales and marketing trends.
Our vertical integration and customer service programs enable us to be
responsive to our customers' needs. We manufacture and deliver most orders on a
timely and more cost-effective basis than many of our competitors.
Our jewelry is sold primarily to jewelry chain stores, discount stores,
department stores, television home shopping networks, and catalogue and Internet
retailers and wholesalers. We assist our customers in allocating their
purchasing budget among the items in the various product lines. We advise them
of items having higher consumer demand as determined by Michael Anthony's
computerized market analysis. Prices vary on the basis of service required by
customers. We ship our products in bulk to wholesale distributors. For certain
retail chains, such as Sterling, Inc. (a division of Signet Group PLC and the
owner of Kay Jewelers and J.B. Robinson Jewelers), Wal*Mart, J.C. Penney, Zales
and Kmart, we prepackage and price tag most items. We then ship an order of many
different items to distribution centers and stores in the chain. We provide
additional services to certain customers to meet their specific marketing needs,
such as tagging, boxing and point-of-sale displays.
We also ship our jewelry to a limited number of customers on a
consignment basis. Through these arrangements, we deliver our products on
consignment, and upon sale, the customer pays Michael Anthony for the consigned
merchandise. Consigned merchandise is subject to our own consignment
arrangements with our gold lenders. See Item 1. "Business -
6
7
Supply; Related Financing Arrangements" and Item 7. "Management's Discussion And
Analysis Of Financial Condition And Results of Operations - Liquidity and
Capital Resources."
During fiscal 2000, sales to the five largest of Michael Anthony's
customers totaled approximately 54% of total net sales. Our two largest
customers were Wal-Mart and JCPenney, accounting for approximately 15% and 12%,
respectively, of net sales. Except for certain retail customers, Michael Anthony
generally has no long-term contractual commitments with any of our customers.
None of Michael Anthony's customers are prohibited from purchasing products from
our competitors.
We reduce gross sales by the amount of returns and discounts to
determine net sales each month. Each month we establish a reserve for returns
based on our historical experience, the amount of gross sales and the customer
base. The total of actual returns and the provision for the returns reserve
amounted to approximately 11% of gross sales in each of fiscal 2000, fiscal 1999
and fiscal 1998. For further information regarding the reserve for returns, see
Note 1 - Notes to Consolidated Financial Statements.
If we lose one or more of our top customers or if any of them reduce,
delay or cancel orders, return significant amounts of product or experience
financial difficulties that result in their inability to pay, it could have a
material adverse effect on our business, operating results and financial
condition.
INTELLECTUAL PROPERTY AND OTHER PROPRIETARY RIGHTS
We use Italian-made machinery, together with acquired proprietary
knowledge, to manufacture our rope chain products. Michael Anthony maintains
certain trademarks and generally applies for copyrights covering the design of
certain of our products. The level of protection available for our proprietary
designs and products varies depending on a number of factors, including the
distinctiveness of the product and originality of design. Our patents,
trademarks and copyrights may not prevent competitors from producing products
that are substantially similar to those of Michael Anthony. See Item 1.
"Business - Product Lines."
Michael Anthony seeks to avoid disclosure of its trade secrets, and
requires those people with access to our proprietary information to sign
confidentiality agreements. Access to our systems is also restricted.
Despite Michael Anthony's efforts to protect our trademarks, copyrights
and other proprietary rights, unauthorized parties may attempt to copy aspects
of our products or to obtain and use information that Michael Anthony considers
confidential. Policing unauthorized use of Michael Anthony's intellectual
property rights is difficult. We take appropriate action whenever we discover
unauthorized use of our trademarks or if any of our copyrighted designs have
been copied. Knockoffs and counterfeit products are a persistent problem in the
jewelry industry. The laws of many countries do not protect our intellectual
property rights to the same extent as the laws of the United States. There can
be no assurance, that even if Michael Anthony's means of
7
8
protecting our intellectual property and other proprietary rights were
successful, our competitors may not independently develop similar products.
We do not believe that our products or processes infringe the
proprietary rights of any third parties. There can be no assurance that third
parties will not claim infringement with respect to existing or future products
or processes. Any such claims, with or without merit, could be time-consuming,
result in costly litigation, cause product shipment delays or require Michael
Anthony to enter into royalty or licensing agreements. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to Michael
Anthony or at all, which could have a material adverse effect on Michael
Anthony's business, operating results and financial condition.
COMPETITION
The jewelry industry is highly competitive, both in the United States
and on a global basis. Michael Anthony encounters competition primarily from
manufacturers with national and international distribution capabilities and, to
a lesser extent, from small regional suppliers of jewelry. We believe that we
are well positioned in the industry and have a reputation for responsive
customer service, high quality and well-designed jewelry with broad consumer
appeal.
The principal competitive factors in the industry are price, quality,
design and customer service. Our specialized customer service programs are
important competitive factors in sales to nontraditional jewelry retailers,
including television shopping networks and discount merchandisers. The recent
trend towards consolidation at the retail level in the jewelry industry and low
labor costs outside of the United States may increase the level of competition
facing Michael Anthony. There can be no assurance that Michael Anthony will be
able to compete successfully against current and future competitors or that
competitive pressures faced by us will not have a material adverse effect on our
business, operating results and financial condition.
SEASONAL NATURE OF BUSINESS
Our business is seasonal in nature. Presented below are our net sales
for each quarter of fiscal 2000, fiscal 1999 and fiscal 1998:
NET % OF
SALES NET SALES
----- ---------
($ IN THOUSANDS)
----------------
Fiscal 2000 Ended January 29, 2000
First Quarter $28,982 20%
Second Quarter $25,331 17%
Third Quarter $49,935 35%
Fourth Quarter $40,267 28%
Fiscal 1999 Ended January 30, 1999
First Quarter $30,432 22%
8
9
Second Quarter $26,912 20%
Third Quarter $43,758 32%
Fourth Quarter $35,907 26%
Fiscal 1998 Ended January 31, 1998
First Quarter $27,606 21%
Second Quarter $22,618 17%
Third Quarter $41,753 32%
Fourth Quarter $37,972 30%
Michael Anthony has experienced a seasonal pattern in its operating
results with the third and fourth quarters typically having the highest sales.
This fluctuation is mitigated to a degree by the early placement of orders by
many of our customers, particularly for the Christmas holiday season. In
addition, we market holiday and seasonal products year round for such occasions
as Mother's Day, Valentine's Day, Father's Day, religious holidays and school
graduations.
SUPPLY; RELATED FINANCING ARRANGEMENTS
Gold used in the manufacturing process is at least .995 fine and is
then combined with other metals to produce 14 karat and 10 karat gold. The term
"karat" refers to the gold content of alloyed gold, measured from a maximum of
24 karats (100% fine gold). Varying quantities of metals such as silver, copper,
nickel and zinc are combined with fine gold to produce 14 karat gold of
different colors. These alloys are in abundant supply and are readily available
to Michael Anthony.
Michael Anthony uses gold consignment arrangements with the gold
lenders to supply substantially all of its gold needs. See Item 7. "Management's
Discussion And Analysis And Financial Condition And Results Of
Operations-Liquidity and Capital Resources."
INSURANCE
We maintain primary all-risk insurance, with limits in excess of our
current inventory levels (including consigned gold), to cover thefts and damage
to inventory located on our premises and insurance on Michael Anthony goods in
transit. We also maintain insurance covering theft and damage to inventory at
our suppliers' locations. The amount of coverage available under such policies
is limited and may vary by location, but generally is in excess of the value of
the gold held by a particular supplier. Additional insurance coverage is
provided by some of Michael Anthony's suppliers. We also maintain fidelity
insurance, which is insurance providing coverage against theft or embezzlement
by our employees.
EMPLOYEES
As of January 29, 2000, we employed 663 persons, 473 of which were
directly engaged in manufacturing and distribution operations, 112 of which were
engaged in administration and
9
10
sales and 78 of which were employed at our assembly facility in the Dominican
Republic. None of our employees are represented by a union and we have not
experienced any labor-related work stoppage. We place a heavy emphasis on
employee relations through educational and training programs and employee teams.
We consider our relations with our employees to be good. We believe there is an
adequate pool of labor available to satisfy our foreseeable hiring needs for our
sales, manufacturing and distribution operations.
ENVIRONMENTAL MATTERS
Extensive environmental laws and regulations and various other federal,
state and local laws and regulations regarding health and safety matters affect
our operations. Since our manufacturing operations routinely use materials
regulated by the environmental laws we may incur material liabilities if any
claims are brought against us in connection with these operations. We have taken
steps to reduce the environmental risks associated with our operations and
believe that we are currently in substantial compliance with all environmental
laws.
ACQUISITIONS
Although we intend to continue to aggressively market our gold jewelry
product lines to our existing customer base, we believe there are opportunities
to increase sales by expanding our customer base and exploring product lines
that may utilize diamonds or colored stones, which are precious, semiprecious or
synthetic. Our strategy is to increase sales to new and existing customers as
well as raise our average price points and gross margins.
In March, 1999, Michael Anthony acquired certain assets, primarily
molds, machinery and equipment, and inventory, of Town & Country Fine Jewelry
Group, Inc. Michael Anthony paid an aggregate purchase price of $4,500,000 for
these assets. In a separate transaction, Michael Anthony sold a portion of these
purchased assets for $2,200,000 to Stuller Settings, Inc. of Lafayette,
Louisiana. The assets sold include those associated with the Feature Ring and
Bridal Divisions.
As a result of acquisitions, we have increased our market share with an
existing customer and added new customers. We plan to pursue our long term
growth strategy, that may include the acquisition of one or more additional
companies that manufacture and distribute jewelry products.
ITEM 2. PROPERTIES.
Our manufacturing and distribution facilities are located in three
adjacent buildings in Mount Vernon, New York having a total of approximately
74,000 square feet.
The special real estate committee of the board of directors, comprised
of our independent, outside directors, obtained an appraisal of the 50 Building,
and after reviewing the appraisal and negotiation with MacQuesten Realty as to
the terms of purchase, recommended the acquisition to our board of directors. On
April 4, 1997, the board of directors voted unanimously, with Michael
10
11
and Anthony Paolercio abstaining, to authorize the acquisition of the 50
Building, subject to (1) receipt of an updated, satisfactory appraisal and (2)
Michael Anthony obtaining an exclusive, two-year option to acquire from
MacQuesten Realty the remaining manufacturing facilities housed in the buildings
located at 60 and 70 South MacQuesten Parkway, Mt. Vernon.
On September 16, 1999, Michael Anthony acquired the buildings which
house two manufacturing facilities, located at 70 and 60 South MacQuesten
Parkway, Mount Vernon, NY from MacQuesten Realty Company for a price of
$2,450,000. Michael Anthony incurred $929,000 of long term debt, which has a
four-year term and accrues interest at an annual rate of 7.50%, and paid the
balance with cash from its operations. At January 29, 2000, $863,000 of
principal remained outstanding under the loan.
We also own the building housing our sales and administrative offices
located at 115 South MacQuesten Parkway, in Mount Vernon, New York, and an
adjacent parking area. The headquarters building has approximately 71,000 square
feet.
See Item 7. "Management's Discussion And Analysis Of Financial
Condition And Results Of Operations" and Item 13. "Certain Relationships And
Related Transactions."
Our offices and facilities are protected by state-of-the-art security
systems, procedures and a security staff.
During fiscal 2000, Michael Anthony began leasing a 7,500 square feet
assembly facility in the Dominican Republic. The facility is used for finishing
and assembly of earrings and bangle bracelets.
Michael Anthony, through MADOR S.A., has entered into a Real Estate
Purchase Agreement and a Construction Agreement with Zona Franca San Isidro,
S.A. for the construction of a 40,000 square feet assembly and manufacturing
facility located in the Dominican Republic that we expect will be operational in
August 2000 at a cost of approximately $2,000,000 for land, building and
machinery.
ITEM 3. LEGAL PROCEEDINGS.
Legal proceedings to which Michael Anthony is a party are routine
litigation incidental to our business which are not material to Michael
Anthony's business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
11
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Our common stock is traded on the American Stock Exchange under the
symbol MAJ. Our common stock began its listing on AMEX on October 25, 1991.
Prior to its listing on AMEX, our common stock was traded in NASDAQ National
Market System. The following table sets forth the high and low sale prices per
share on AMEX for the fiscal years 2000 and 1999.
FISCAL YEAR ENDED JANUARY 29, 2000 HIGH LOW
- ---------------------------------- ---- ---
First Quarter 4 15/16 3 3/16
Second Quarter 4 3/16 3 1/2
Third Quarter 4 2 7/8
Fourth Quarter 3 1/4 2 3/4
FISCAL YEAR ENDED JANUARY 30, 1999 HIGH LOW
- ---------------------------------- ---- ---
First Quarter 2 7/8 2
Second Quarter 3 3/8 2 1/8
Third Quarter 3 3/16 2 1/8
Fourth Quarter 3 5/8 2 3/4
As of April 11, 2000, there were 1,023 holders of record of Michael
Anthony's common stock.
We have never paid a cash dividend. We anticipate that all of our
earnings will be retained for use in our business and we do not intend to pay
cash dividends in the foreseeable future. Future dividend policy will depend
upon, among other factors, our earnings and financial condition. See Item 7.
"Management's Discussion And Analysis Of Financial Condition And Results Of
Operations," and Note 6 "Long Term Debt" - Notes to the Consolidated Financial
Statements.
In December 1995, we announced a common stock repurchase program under
which Michael Anthony may repurchase up to 750,000 shares of common stock. On
April 4, 1997, the board of directors authorized an increase of an additional
500,000 shares of common stock that we may repurchase under the stock repurchase
plan. On May 26, 1998, the board authorized a further increase of up to an
additional 1,000,000 shares of common stock that we may repurchase under the
stock repurchase plan. The combined total of the stock repurchase programs
amount to 2,250,000 shares.
12
13
As of April 11, 2000, Michael Anthony had purchased a total of
2,035,500 shares on the open market for an aggregate of approximately
$6,163,000, at an average price of $3.09.
13
14
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data of Michael Anthony should be read
in conjunction with the consolidated financial statements and related notes
appearing elsewhere in this Form 10-K.
FISCAL YEAR ENDED
-------------------------------------------------------------------------------
Jan. 29, Jan. 30, Jan. 31, Feb. 1, Jan. 27,
2000 1999 1998 1997 1996
---- ---- ---- ---- -----
(In thousands, except per share amounts)
STATEMENT OF OPERATIONS
Net sales $144,515 $137,009 $129,949 $150,629 $145,257
Cost of goods sold 110,096 105,870 107,182 124,041 121,195
-------- -------- -------- -------- --------
Gross profit 34,419 31,139 22,767 26,588 24,062
Selling, general and
administrative expenses 27,835 25,384 25,155 21,372 19,455
-------- -------- -------- -------- --------
Operating income/(loss) 6,584 5,755 (2,388) 5,216 4,607
Other(expense)/income:
Interest expense/
gold consignment fee (2,699) (2,290) (2,827) (3,155) (3,835)
Other income/(expense), net 342 326 1,002 507 442
-------- -------- -------- -------- --------
Income/(loss) before extraordinary
item and income taxes 4,227 3,791 (4,213) 2,568 1,214
Income tax provision/(benefit) 1,607 1,441 (1,601) 778 486
-------- -------- -------- -------- --------
Income/(loss) before 2,620 2,350 (2,612) 1,790 728
extraordinary item -------- -------- -------- -------- --------
Extraordinary item (net of income
taxes of $130,000) - 212 - - -
-------- -------- -------- -------- --------
Net income/(loss) $ 2,620 $ 2,138 $ (2,612) $ 1,790 $ 728
======== ======== ======== ======== ========
Earnings/(loss) per share before
extraordinary item - basic $ 0.40 $ 0.30 $ (0.34) $ 0.22 $ 0.09
======== ======== ======== ======== ========
Earnings/(loss) per share before
extraordinary item - diluted $ 0.39 $ 0.30 $ (0.34) $ 0.22 $ 0.09
======== ======== ======== ======== ========
Extraordinary item $ - $ (.03) $ - $ - $ -
======== ======== ======== ======== ========
Weighted average number
of shares - basic 6,592 7,111 7,746 8,241 8,475
Weighted average number
of shares - diluted 6,702 7,111 7,746 8,263 8,479
BALANCE SHEET DATA:
Working capital $35,960 $39,171 $37,260 $42,042 $46,136
Total assets(1) 67,914 65,037 65,644 72,749 78,646
Long-term debt and capital
Lease liability 12,684 12,509 12,736 14,294 19,192
Stockholders' equity 44,044 43,298 43,389 47,042 46,048
(1) The fiscal years ended January 29, 2000, January 30, 1999, January 31,
1998, February 1, 1997 and January 27, 1996 do not include consigned
inventory, which had approximate value of $38,076,000, $35,096,000,
$33,208,000, $40,282,000 and $60,700,000, respectively.
14
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
Results of Operations
The following table sets forth, as a percentage of net sales,
certain items appearing in our Statements of Operations for the indicated fiscal
years.
YEAR ENDED
JANUARY 29, JANUARY 30, JANUARY 31, FEBRUARY 1,
2000 1999 1998 1997
---- ---- ---- ----
Net sales 100.0% 100.0% 100.0% 100.0%
Cost of sales 76.2 77.3 82.5 82.3
Selling, general and
administrative expenses 19.3 18.5 19.3 14.2
Interest and gold consignment
fee expense 1.9 1.7 2.2 2.1
Other income (.2) (.2) (.8) (.3)
Income tax provision/(benefit) 1.1 1.0 (1.2) .5
Extraordinary item - .1 - -
Net income/(loss) 1.8 1.6 (2.0) 1.2
FISCAL 2000 VS. FISCAL 1999
Net sales for fiscal 2000 were approximately $144,515,000, an
increase of 5.5% from net sales of approximately $137,009,000 for the comparable
period in fiscal 1999. The increase in sales was primarily due to increased
shipments to the retail segment of our customer base. If it were not for the
lower average gold price in fiscal 2000, $283 an ounce versus last year's
average of $300 an ounce, sales would have increased to $149,097,000 or 8.8% as
compared to the prior fiscal period.
Gross profit on sales for fiscal 2000 were approximately $34,419,000,
an increase of $3,280,000 from approximately $31,139,000 for the comparable
period in fiscal 1999. As a percentage of net sales, gross profit increased to
23.8% in fiscal 2000 compared to 22.7% in fiscal 1999. The increase in gross
margin was attributable to a lower average gold price and a change in the
customer and product mix.
Selling, general and administrative expenses for fiscal 2000 were
approximately $27,835,000, an increase of $2,451,000 or 9.7% from approximately
$25,384,000 for the comparable period in fiscal 1999. The increase is primarily
attributable to increases in (a) payroll and payroll related expenses, (b)
advertising expenses and (c) product and packaging supplies. As a percentage of
the net sales, as adjusted for the gold price difference discussed above of
15
16
$149,097,000, selling, general and administrative expenses increased to 19.3% in
fiscal 2000, from 17.4% in fiscal 1999.
Interest expense and gold consignment fees for fiscal 2000, were
approximately $2,699,000, an increase of $409,000 or 17.9% compared to
approximately $2,290,000, for the comparable period in fiscal 1999. The increase
was primarily due to the Company's higher average level of consigned inventory
and higher consignment rates.
For the year ended January 29, 2000, an income tax provision of
$1,607,000 was recorded compared to $1,441,000 for the prior year. The effective
tax rates for fiscal 2000 and fiscal 1999 were 38%.
As a result of the above factors our net income for fiscal 2000 was
approximately $2,620,000 compared to $2,350,000 for fiscal 1999, before an
extraordinary item.
Net income for fiscal 2000 was approximately $2,620,000 compared to net
income of $2,138,000 for the comparable period in fiscal 1999.
FISCAL 1999 VS. FISCAL 1998
Net sales for fiscal 1999 were approximately $137,009,000, an increase
of 5% from net sales of approximately $129,949,000 for the comparable period in
fiscal 1998. The increase in sales was primarily due to increased shipments to
the retail segment of our customer base. If it were not for the lower average
gold price in fiscal 1999, $300 an ounce versus last year's average of $335 an
ounce, sales would have increased to $146,308,000 or 13% as compared to the
prior fiscal period.
Gross profit for fiscal 1999 increased by approximately $8,372,000 from
fiscal 1998. As a percentage of net sales, gross profit increased to 22.7% in
fiscal 1999 compared to 17.5% in fiscal 1998. The increase in gross margin was
attributable to a lower average gold price and in the fourth quarter of fiscal
1998, we reassessed our marketing and production strategy and decided to
implement a significantly different strategy. This is a direct result of the
changing order patterns of some of our major customers. We made the decision to
write down certain inventory, by approximately $3,309,000, that was related to
the implementation of a SKU reduction program and the markdown of discontinued
styles. If it were not for this unusual charge, our gross profit margin would
have been 20.1% for fiscal 1998.
Selling, general and administrative expenses for fiscal 1999 were
approximately $25,384,000 an increase of $229,000 or 1% from approximately
$25,155,000 for the comparable period in fiscal 1998. The increase is primarily
attributable to increases in advertising expenses and product and packaging
supplies which were offset in part by decreases in software implementation costs
and legal costs associated with a litigation settlement in fiscal 1998. As a
percentage of the net sales, as adjusted for the gold price difference discussed
above of $146,308,000, selling, general and administrative expenses decreased to
17.4% in fiscal 1999, from 19.3% in fiscal 1998. Included in selling, general
and administrative expenses for fiscal
16
17
1998 was a charge of approximately $1,191,000 that was due to a write down of
certain assets and other expenses. If it were not for this unusual charge,
selling, general and administrative expenses would have been 18.4% in fiscal
1998.
Other income and interest income for fiscal 1999 was
approximately $326,000, a decrease of $676,000 from approximately $1,002,000 for
the comparable period in fiscal 1998. The decrease was primarily due to a gain
of $625,000 from our sale of an asset in fiscal 1998.
Interest expense and gold consignment fees for fiscal 1999,
were approximately $2,290,000, a decrease of $537,000 or 19% compared to
approximately $2,827,000, for the comparable period in fiscal 1998. The decrease
was primarily due to (a) Michael Anthony's lower average level of our consigned
inventory, (b) lower average gold prices and (c) lower interest expense due to
principal payments in January 1998 and May 1998 on Michael Anthony's long-term
debt.
For the year ended January 30, 1999, an income tax provision
of $1,441,000, before an extraordinary item, was recorded compared to an income
tax benefit of $1,601,000 for the prior year. The effective tax rates for fiscal
1999 and fiscal 1998 were 38%.
As a result of the above factors our net income, before an
extraordinary item, for fiscal 1999 was approximately $2,350,000 compared to a
net loss of $2,612,000 for the comparable period in fiscal 1998.
Michael Anthony incurred a charge of $212,000, net of income
taxes of $130,000, for an extraordinary item during fiscal 1999 related to the
refinancing of its long-term debt.
Net income for fiscal 1999 was approximately $2,138,000
compared to a net loss of $2,612,000 for the comparable period in fiscal 1998.
FISCAL 1998 VS. FISCAL 1997
Net sales for fiscal 1998 were approximately $129,949,000, a decrease
of 14% from net sales of approximately $150,629,000 for the comparable period in
fiscal 1997. The decrease in sales was primarily due to the lower average gold
price in fiscal 1998, $335 an ounce versus last year's average of $391 an ounce.
Of the $20,680,000 decrease in sales, $12,827,000 was due to lower gold prices,
$4,653,000 was due to fewer units sold and $3,200,000 due to one less week
compared to the 53 weeks in fiscal 1997.
Gross profit for fiscal 1998 decreased by approximately $3,821,000 from
fiscal 1997. As a percentage of net sales, gross profit remained approximately
the same at 17.5% in fiscal 1998 compared to 17.7% in fiscal 1997. In the fourth
quarter of fiscal 1998, we reassessed our marketing and production strategy and
decided to implement a significantly different strategy. This was done because
of the changing order patterns of some of our major customers. We made the
decision to write down certain inventory that was related to the implementation
of a SKU reduction program and the markdown of discontinued styles. The total
write down was
17
18
approximately $3,309,000. If this unusual charge was not made our gross profit
margin would have been 20.1% for fiscal 1998, primarily due to the lower average
gold price as well as changes in product mix.
Selling, general and administrative expenses for fiscal 1998 were
approximately $25,155,000, an increase of $3,783,000 or 17.7% from approximately
$21,372,000 for the same period in fiscal 1997. Included in selling, general and
administrative expenses for fiscal 1998 was a charge of approximately $1,191,000
that was due to a write down of certain company assets and other expenses. As a
percentage of net sales, adjusted for the gold price difference of $12,827,000
discussed above and excluding the $1,191,000 charge, selling, general and
administrative expenses increased to 16.8% in fiscal 1998, from 14.2% in fiscal
1997. The increase is primarily attributable to increases in (a) software
implementation costs, (b) payroll and payroll related expenses, (c) advertising
expenses, and (d) legal costs associated with a litigation settlement. See Note
16 "Legal Proceedings"-Notes to the Consolidated Financial Statements.
Other income for fiscal 1998 was approximately $705,000, an increase of
$631,000 from approximately $74,000 for the same period in fiscal 1997. The
increase was primarily due to a gain of $625,000 from Michael Anthony's sale of
an asset.
Interest expense and gold consignment fees for fiscal 1998 were
approximately $2,827,000, a decrease of $328,000 or 10%, compared to
approximately $3,155,000 for the comparable period in fiscal 1997. The decrease
was primarily due to (a) lower average level of consigned inventory, (b) lower
average gold prices and (c) lower interest expense due to principal payments in
February and May 1997, and January 1998 on our long term debt.
For the year ended January 31, 1998, an income tax benefit of
$1,601,000 was recorded compared to a provision of $778,000 for the prior year.
The effective tax rate for fiscal 1998 was 38% and for fiscal 1997 was 30%. The
lower effective tax rate in fiscal 1997 was due to a reversal in fiscal 1997 of
prior year accruals for taxes.
As a result of the above factors, our net loss for fiscal 1998 was
approximately $2,612,000 compared to net income of $1,790,000 for the comparable
period in fiscal 1997.
LIQUIDITY AND CAPITAL RESOURCES
We rely on a gold consignment program, short-term and long-term
borrowings and internally generated funds to finance our inventories and
accounts receivable. We fill most of our gold supply needs through gold
consignment arrangements with gold lenders. Under the terms of those
arrangements, we are entitled to lease the lesser of (a) an aggregate of 245,000
ounces of fine gold or (b) consigned gold with an aggregate value equal to
$86,250,000. In March 2000, Michael Anthony received approval from a new gold
lender which will increase the aggregate ounces of fine gold to 270,000 ounces
with an aggregate value of $92,250,000. The consigned gold is secured by certain
property of Michael Anthony, including inventory and machinery and equipment.
Michael Anthony pays the gold lenders a consignment fee based on
18
19
the dollar value of ounces of gold outstanding under their respective
agreements, which value is based on the daily Second London Gold Fix. We believe
that our financing rate under the consignment arrangements is substantially
similar to the financing rates charged to gold consignees similarly situated to
Michael Anthony. As of January 29, 2000, Michael Anthony held approximately
132,800 ounces of gold on consignment with a market value of $38,076,000.
The consignment agreements contain restrictive covenants relating to
maximum usage, net worth, working capital and other financial ratios and each of
the agreements requires Michael Anthony to own a specific amount of gold at all
times. At January 29, 2000, Michael Anthony was in compliance with the covenants
in its consignment agreements and our owned gold inventory was valued at
approximately $3,724,000. We believe that the supply of gold available through
our gold consignment arrangements, together with the gold we own, is sufficient
to meet our requirements.
The consignment agreements are terminable by Michael Anthony or the
respective gold lenders upon 30 days notice. If any gold lender were to
terminate its existing gold consignment arrangement, we do not believe we would
experience an interruption of our gold supply that would materially adversely
affect the business. Michael Anthony believes that other consignors would be
willing to enter into similar arrangements if any gold lender terminates its
relationship with Michael Anthony.
Consigned gold is not included in our inventory, and there is no
related liability recorded. As a result of these consignment arrangements,
Michael Anthony is able to shift a substantial portion of the risk of market
fluctuations in the price of gold to the gold lenders, since Michael Anthony
does not purchase gold from the gold lenders until receipt of a purchase order
from, or shipment of jewelry to, our customers. Michael Anthony then either
locks in the selling price of the jewelry to our customers at the same time as
the required purchase of gold from the gold lenders or hedges against changes in
the price of gold by entering into forward contracts or purchasing futures or
options on futures that are listed on the COMEX. At January 29, 2000 there were
no forward contracts or options on futures outstanding.
While we believe our supply of gold is relatively secure, significant
increases or rapid fluctuations in the cost of gold may impact the demand for
our products. From February 1, 1997 until January 29, 2000, the closing price of
gold according to the Second London Gold Fix ranged from a low of $254.20 per
ounce to a high of nearly $323.50 per ounce. Fluctuations in the precious metals
markets and credit may result in an interruption of our gold supply or the
credit arrangements necessary to allow us to support our accounts receivable and
continue the use of consigned gold.
In January 1999, Michael Anthony entered into a Loan and Security
Agreement with General Electric Capital Business Asset Funding Corporation in
the principal amount of $10,444,444. This loan is secured by our machinery and
equipment. The loan agreement contains a cross collateral/cross default clause
in connection with Michael Anthony's line of credit agreement. The loan
agreement does not contain any restrictive financial covenants. The loan bears
interest at 6.85% per annum and payments of interest only are due for the first
year of
19
20
the loan. The loan matures in January 2007. The proceeds from this loan were
used to repay two series of senior secured notes with various insurance
companies which had an aggregate principal amount of $10,444,444 outstanding.
Those senior secured notes accrued interest at 8.61% per annum and 7.38% per
annum, respectively. Costs of $342,000 associated with the old debt were written
off as an extraordinary charge.
In the fourth quarter of fiscal 1998, we reassessed our marketing and
production strategy and decided to implement a significantly different strategy.
This was done because of the changing order patterns of some of our major
customers. We made the decision to write down some of our inventory that was
related to the implementation of a SKU reduction program and the markdown of
discontinued styles. The total inventory write down was approximately
$3,309,000. Included in selling, general and administrative expenses for the
year ended January 31, 1998, was a charge of approximately $1,191,000 that was
due to the write down of certain assets. Due to these unusual charges in fiscal
1998 totaling $4,500,000, we were in default of a financial covenant under
agreements governing the senior secured notes and an outstanding mortgage. We
obtained waivers of this covenant noncompliance from both the insurance
companies and mortgage lender. In addition, the insurance companies reset the
financial covenant for fiscal 1999 and such covenants were met. However, as
described above, these senior secured notes were repaid in January 1999. We were
in compliance with the amended covenant for the mortgage in fiscal 2000 and
expect to be in compliance in fiscal 2001.
On October 6, 1995, Michael Anthony obtained a loan from a bank in the
amount of $2,500,000. As collateral for the loan, we granted the bank a first
mortgage on our corporate headquarters. The mortgage has a ten-year term and
interest on the mortgage will accrue at 8% per annum. In addition, the mortgage
contains restrictive financial covenants. At January 29, 2000, we were in
compliance with the covenants. As of January 29, 2000, $2,053,000 of principal
remained outstanding under the mortgage.
At January 29, 2000, the Company had an unused line of credit
arrangement with a commercial bank which varies seasonally from $10,000,000 to
$18,350,000. The line of credit is secured by certain assets of the Company,
including accounts receivable and inventory. Borrowings under the facility bear
interest, at the Company's option, at (a) the bank's prime rate, (b) the fixed
rate loan (as defined in the agreement) or (c) the adjusted Eurodollar rate plus
2.5%. The line of credit expires on July 31, 2000 subject to annual renewal.
Management believes that the line of credit will be renewed; however, if the
current lender decides not to renew the line, we believe that other lenders
would be willing to enter into a similar arrangement.
On February 10, 1999, Michael Anthony obtained a loan in the amount of
$937,500. As collateral for the loan, we granted the lender a first mortgage on
one of our manufacturing facilities. The mortgage has a fifteen-year term and
accrues interest at an annual rate of 7.05%. At January 29, 2000, approximately
$904,000 of principal remained outstanding under the loan.
On September 16, 1999, Michael Anthony acquired two buildings which
house two manufacturing facilities, located at 70 and 60 South MacQuesten
Parkway, Mount Vernon, NY from MacQuesten Realty Company for a price of
$2,450,000. Michael Anthony incurred
20
21
$929,000 of long-term debt, which has a four-year term and accrues interest at
an annual rate of 7.50%, and paid the balance with cash from its operations. At
January 29, 2000, approximately $863,000 of principal remained outstanding under
the loan.
In April, 1998, Michael Anthony paid $600,000 to M.L. Logo, Inc. in
settlement of the civil lawsuit that M.L. Logo, Inc. commenced against Michael
Anthony in June, 1991. The lawsuit was in connection with an agreement between
Michael Anthony and M.L. Logo regarding a license with Major League Baseball.
The matter was tried without a jury in March, 1997 and a Decision and Order
against Michael Anthony was entered on October 30, 1997. Michael Anthony entered
into a Settlement Agreement in exchange for the vacation of the Decision and
Order, the complete settlement of the matter and the waiver of the right to any
further payment from Michael Anthony. The Settlement Agreement also contained a
covenant not to compete, where M.L. Logo and certain shareholders of M.L. Logo
agreed not to engage in any business involving jewelry with logos from Major
League Baseball. The settlement cost of $600,000 was included in selling,
general and administrative expenses for fiscal 1998.
During fiscal 2000, cash provided from operating activities was
$9,483,000. This was primarily the result of $2,620,000 in net income,
$4,091,000 of non-cash items, mainly depreciation, and a $3,639,000 decrease in
accounts receivable, offset by an increase of $2,058,000 in inventory.
Cash of $6,467,000 was utilized for investing purposes during fiscal
2000, primarily for assets acquired through the purchase of Town & Country Fine
Jewelry Corp. of $2,200,000, the purchase of two manufacturing buildings of
$1,521,000, and the purchase of machinery and equipment of approximately
$2,489,000.
During fiscal 2000, cash utilized in financing activities totaled
$1,397,000. This was primarily attributed to the purchase of treasury stock of
$1,938,000 and payments of long-term debt of $404,000, which was partially
offset by the proceeds of long-term debt of $901,000.
For fiscal 2001, Michael Anthony projects capital expenditures of
approximately $3,000,000, which includes the construction costs for the
manufacturing and assembly facility in the Dominican Republic, machinery and
equipment expenses and certain improvements on its leased and owned properties.
See Item 2. "Properties" and Item 13. "Certain Relationships And Related
Transactions."
We believe that our long-term debt and existing lines of credit provide
sufficient funding for our operations. In the event that we require additional
financing during fiscal 2001, it will be necessary to fund this requirement
through expanded credit facilities with existing or other lenders. We believe
that additional financing can be arranged.
YEAR 2000
We completed our internal Year 2000 project in March 1999. Total
expenditures related to remediation, testing, conversion and updating system
applications were approximately
21
22
$308,000. The cost of the Year 2000 project was expensed as incurred and did not
have a material adverse affect on Michael Anthony's results of operations,
liquidity or capital resources. We have not experienced any material
computer-related failures as a result of Year 2000 problems. In addition, we
have not experienced any material impact to operations or financial result. If
electronic data interchange communications are no longer possible, we expect to
use voice, facisimile, e-mail, or traditional mail communications in order to
receive customer orders and process customer invoices.
FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains certain forward-looking
statements within the meaning of Section 21E of the Securities Exchange Act of
1934. These forward-looking statements include the words "believe," "expect,"
"plans" or similar words and are based in part on Michael Anthony's reasonable
expectations and are subject to a number of factors and risks, many of which are
beyond Michael Anthony's control. Actual results could differ materially from
those discussed under "Business" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations," as a result of any of these
factors:
(a) general economic conditions and their impact on the retail
sales environment;
(b) fluctuations in the price of gold and other metals used to
manufacture our jewelry;
(c) risks related to the concentration of our customers,
particularly the operations of any of our top customers;
(d) increased competition from outside the United States where
labor costs are substantially lower;
(e) variability of customer requirements and the nature of
customers' commitments on projections and orders; and
(f) the extent to which we are able to retain and attract key
personnel.
In light of these uncertainties and risks, there can be no assurance
that the forward-looking statements in this annual report on Form 10-K will
occur or continue in the future. Except for as required in periodic filings
under the Securities Exchange Act of 1934, Michael Anthony undertakes no
obligations to release publicly any revisions to these forward-looking
statements that may reflect events or circumstances after the date of this
annual report on Form 10-K or to reflect the occurrence of unanticipated events.
NEW ACCOUNTING STANDARDS
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," SFAS No. 133, as amended by SFAS No. 137 is effective for
fiscal years beginning after June 15, 2000. SFAS No. 133 requires that all
derivative instruments be measured at fair
22
23
value and recognized in the balance sheet as either assets or liabilities. The
Company is currently evaluating the impact of adopting SFAS No. 133.
ITEM 7a. QUANTATIVE AND QUALITATIVE DISCOUNT ABOUT MARKET
RISK.
The Company utilizes financial instruments, including commodity
futures, forwards and options on futures, to limit its exposure to fluctuations
in the price of gold. The Company does not hold or issue such instruments for
trading purposes. The Company hedges its future contracts for gold against
anticipated sales commitments with its customers. Gains or losses on the future
contracts are deferred until settlement of the related anticipated sales to a
customer. At January 29, 2000, there were no forward contracts outstanding. The
Company's exposure to market risk related to the derivative financial
instruments is limited to fluctuations in the price of gold. The Company is also
exposed to credit loss in the event of nonperformance by the counterparties to
the instruments; however, the risk of credit loss is not considered to be
significant.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
See Item 14 and pages F-1 through F-29, S-1 and S-2.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On September 21, 1999, Michael Anthony filed a Form 8-K to report a
change in certifying accountants with the firm of Deloitte & Touche, LLP being
replaced by BDO Seidman, LLP effective September 15, 1999. During the Company's
two most recent fiscal years and subsequent interim principle periods, there
were no disagreements with Deloitte & Touche LLP, on any matter of accounting or
practices, financial statement disclosures or auditing scope or procedure.
23
24
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The information contained under the headings "Election of Directors"
and "Compliance with Section 16 of the Exchange Act" of Michael Anthony's Proxy
Statement for the 2000 Annual Meeting of Stockholders is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION.
The information contained under the heading "Executive Compensation" of
Michael Anthony's Proxy Statement for the 2000 Annual Meeting of Stockholders is
incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information contained under the heading "Beneficial Ownership of
Common Stock" of Michael Anthony's Proxy Statement for the 2000 Annual Meeting
of Stockholders is incorporated by reference herein.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information contained under the heading "Certain Transactions" of
Michael Anthony's Proxy Statement for the 2000 Annual Meeting of Stockholders is
incorporated herein by reference. See also Item 2. "Properties."
24
25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORT ON FORM 8-K.
(a) The following documents are filed as a part of this Report:
PAGE
----
(1) Financial Statements:
Independent Accountants' Report F-1
Independent Auditors' Report F-2
Consolidated Balance Sheets F-3
Consolidated Statements of Operations F-4
Consolidated Statements of Changes in Stockholders'
Equity F-5
Consolidated Statements of Cash Flows F-6
Notes to Consolidated Financial Statements F-8
(2) Financial Statement Schedule:
Independent Accountants' Report on Schedule II S-1
Schedule II Valuation and Qualifying Accounts S-2
All other schedules are omitted as the required information is
inapplicable or is presented in the consolidated financial statements or related
notes.
The financial statement schedule should be read in conjunction with the
financial statements in the 2000 Annual Report to Stockholders.
(3) Exhibits:
Exhibit
NO. DESCRIPTION PAGE NO.
--- ----------- --------
3.1 Certificate of Incorporation of Registrant, Incorporated by reference to Exhibit 3.1 to
as amended Amendment No. 2 to the Company's Registration
Statement on Form S3 (File No. 3371308) (the
"1993 Registration Statement")
25
26
3.1.1 Certificate of Merger of Michael Anthony Jewelers, Inc. Incorporated by reference to Exhibit 3.1.1 of
(New York) and Michael Anthony Jewelers, Inc. (Delaware) the Company's Annual Report on Form 10K for
the fiscal year ended June 30, 1993 (the
"1993 Form 10-K")
3.2 Amended and Restated ByLaws of Registrant Incorporated by reference to Exhibit 3.2 to
the Company's Quarterly Report on Form 10Q
for the quarter ended July 29, 1995
4.1 Form of Common Stock Certificate Incorporated by reference to Exhibit 3.3 to
the Company's Registration Statement on Form
S-1 (File No. 338289) (the "1986 Registration
Statement")
4.2 Form of Common Stock Purchase Warrant Certificate Incorporated by reference to Exhibit 3.4 to
the 1986 Registration Statement
10.1 Consignment Agreement dated as of August 20, 1993 between Incorporated by reference to Exhibit 10.40 of
the Registrant and Fleet Precious Metals Inc. the 1993 Form 10-K
10.2 Security Agreement dated as of August 20, 1993 among the Incorporated by reference to Exhibit 10.39 of
Registrant and Fleet Precious Metals Inc. the 1993 Form 10-K
10.3 Amended and Restated Consignment Agreement dated as of Incorporated by reference to Exhibit 10.44 to
August 20, 1993 between the Registrant and ABN AMRO Bank the 1993 Form 10-K
N.V., New York Branch
10.4 Amended and Restated Intercreditor Agreement dated as of Incorporated by reference to Exhibit 10.47 to
August 20, 1993, among the Registrant, its gold lenders, the 1993 Form 10-K
the holders of the Registrant's Senior Notes due 1998 and
the holders of the Registrant's 2002 Notes
10.5 First Amendment to 1993 Long-term Incentive Plan of the Incorporated by reference to Exhibit 10.48 to
Registrant dated as of September 21, 1993 the 1993 Form 10-K
26
27
10.6 Second Amendment to Assignment of Trademarks and Service Incorporated by reference to Exhibit 10.49 to
Marks as Collateral dated as of July 12,1990 between the the 1993 Form 10-K
Registrant and RIHT, individually and as agent
10.7 Consignment Agreement dated as of January 31, 1994 Incorporated by reference to Exhibit 10.46
(effective as of May 16, 1994) between the Registrant and to the Company's Annual report on Form 10K
Credit Suisse, New York Branch for the fiscal year ended June 30, 1994
(the "1994 Form 10-K")
10.8 First Amendment to Amended and Restated Security Incorporated by reference to Exhibit 10.47 to
Agreement dated as of May 16, 1994 among the Registrant, the 1994 Form 10-K
RIHT, individually and as agent
10.9 Third Amendment to Assignment of Trademarks and Service Incorporated by reference to Exhibit 10.49 to
Marks as Collateral dated as of May 16, 1994 between the the 1994 Form 10-K
Registrant and RIHT individually and as agent
10.10 Second Amendment to Amended and Restated Security Incorporated by reference to Exhibit 10.53 to
Agreement dated as of September 1, 1994 among the the 1994 Form 10-K
Registrant, RIHT, individually and as agent
10.11 Fourth Amendment to Assignment of Trademarks and Service Incorporated by reference to Exhibit 10.55 to
Marks as collateral dated as of September 1,1994 between the 1994 Form 10-K
the Registrant and RIHT, individually and as agent
10.12 Contract of Sale dated as of November 28, 1994 between Incorporated by reference to Exhibit 10.52 to
Michael Anthony Company and the Registrant the 1995 Form 10-K
10.13 Third Amendment to Amended and Restated Security Incorporated by reference to Exhibit 10.57 to
Agreement dated as of February 15, 1995 among the the 1995 Form 10-K
Registrant and its gold lenders
27
28
10.14 Amended Security Agreement dated as of March 29,1995 Incorporated by reference to Exhibit 10.61 to
between the Registrant and Chemical Bank the 1995 Form 10-K
10.15 Loan Agreement dated October 6, 1995 between First Incorporated by reference to Exhibit 10.1 to
Fidelity Bank, National Association ("First Fidelity") the Company's Quarterly Report on Form 10Q
and Registrant for the quarter ended October 28,1995 (the
"October 1995 Form 10-Q")
10.16 Mortgage Note in principal amount of $2,500,000 dated Incorporated by reference to Exhibit 10.2 to
October 6, 1995 issued by Registrant in favor of First the October 1995 Form 10-Q
Fidelity
10.17 Mortgage and Security Agreement dated October 6,1995 by Incorporated by reference to Exhibit 10.3 to
Registrant for the benefit of First Fidelity the October 1995 Form 10-Q
10.18 Fourth Amendment to Amended and Restated Security Incorporated by reference to Exhibit 10.5 to
Agreement dated October 20, 1995 among Registrant and the October 1995 Form 10-Q
Registrant's gold lenders
10.19 Fifth Amendment to Amended and Restated Security Incorporated by reference to Exhibit 10.6 to
Agreement dated October 20, 1995 among Registrant and the October 1995 Form 10-Q
Registrant's gold lenders
10.20 Fifth Amendment to Assignment of Trademarks and Service Incorporated by reference to Exhibit 10.7 to
Marks dated October 20, 1995 among Registrant and the October 1995 Form 10-Q
Registrant's gold lenders
10.21 Assignment of Trademarks and Service Marks as Collateral, Incorporated by reference to Exhibit 10.56 to
dated July 12, 1990, between Registrant and Rhode Island the Company's Annual Report on Form 10-K for
Hospital Trust National Bank, individually and as agent the fiscal year ended January 27, 1996 (the
"1996 Form 10-K")
10.22 First Amendment to Assignment of Trademarks and Service Incorporated by reference to Exhibit 10.57 to
Marks as Collateral dated as of June 5,1992, between the 1996 Form 10-K
Registrant and Rhode Island Hospital Trust National Bank,
individually and as agent
28
29
10.23 Deferred Compensation Plan dated as of March 4, 1996 Incorporated by reference to Exhibit 10.59 to
the 1996 Form 10-K
10.24 Amendment to the 1993 Long Term Incentive Plan Incorporated by reference to Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q
for the quarter ended October 26, 1996 (the
"October 1996 Form 10-Q")
10.25 Amendment to the NonEmployees Directors' Plan Incorporated by reference to Exhibit 10.2 to
the Company's October 1996 Form 10-Q
10.26 Lease dated as of May 1, 1991 between Michael Anthony Incorporated by reference to Exhibit 10.60
Company d/b/a MacQuesten Realty Company and Registrant to the Company's Annual Report on Form 10-K
for the year ended February 1, 1997 (the "1997
Form 10-K")
10.27 Lease dated as of May 1, 1991 between Michael Anthony Incorporated by reference to Exhibit 10.61 to
Company d/b/a MacQuesten Realty Company and Registrant the Company's Annual Report on Form 10-K for
the 1997 Form-10-K
10.28 Contract of Sale dated May 16, 1997 between Registrant Incorporated by reference to Exhibit 10 to
and MacQuesten Realty Company the Company's Quarterly Report on Form 10-Q
for the quarter ended May 3, 1997
10.29 Promissory Note dated August 22, 1997 issued by Incorporated by reference to Exhibit 10 to
Registrant to the Chase Manhattan Bank the Company's Quarterly Report on Form 10-Q
for the quarter ended August 2, 1997
10.30 Severance and Termination Agreement dated October 22, Incorporated by reference to Exhibit 10 to
1997 between Registrant and Mark Hanna the Company's Quarterly Report on Form 10-Q
for the quarter ended November 1, 1997
10.31 1993 Long-term Incentive Plan of the Registrant Filed as Exhibit 10.54 to the 1998 Form 10-K
29
30
10.32 1993 NonEmployee Directors' Stock Option Plan of the Filed as Exhibit 10.55 to the 1998 Form 10-K
Registrant
10.33 Loan and Security Agreement, dated January 29, 1999, by Filed as Exhibit 10.33 to the 1999 Form 10-K
and between the Registrant and General Electric Capital
Business Asset Funding Corporation
10.34 Amendment No. One to Loan and Security Agreement, dated Filed as Exhibit 10.34 to the 1999 Form 10-K
January 29, 1999, by and between the Registrant and
General Electric Capital Business Asset Funding
Corporation
10.35 Term Promissory Note, dated January 29, 1999, of the Filed as Exhibit 10.35 to the 1999 Form 10-K
Registrant in favor of General Electric Capital Business
Asset Funding Corporation
10.36 Asset Purchase Agreement, dated March 3, 1999, by and Filed as Exhibit 10.36 to the 1999 Form 10-K
between the Registrant and Town & Country Fine Jewelry
Group, Inc.
10.37 Mortgage, Security Agreement and Assignment of Leases and Filed as Exhibit 10.37 to the 1999 Form 10-K
Rents dated February 10, 1999, by and between Registrant
and General Electric Capital Business Asset Funding
Corporation
10.38 Promissory Note dated February 10, 1999 by and between Filed as Exhibit 10.38 to the 1999 Form 10-K
the Registrant and General Electric Capital Business
Asset Funding Corporation
30
31
10.39 Asset Purchase Agreement, dated April 15, 1999, by and Filed as Exhibit 10.39 to the 1999 Form 10-K
between the Registrant and Eurospark Industries, Inc.
10.40 Consignment Agreement dated as of November 29,1999 Filed as an Exhibit to this Form 10-K
between Registrant and Mitsui & Co. (U.S.A.), Inc.
10.41 Amended and Restated Intercreditor Agreement dated, Filed as an Exhibit to this Form 10-K
January 18, 1999 among Registrant and Registrant's gold
lenders
10.42 First Amendment to Amended and Restated Intercreditor Filed as an Exhibit to this Form 10-K
Agreement, dated March 1,2000, among Registrant and
Registrant's gold lenders
10.43 Second Amendment and Agreement to Amended and Restated Filed as an Exhibit to this Form 10-K
Collateral Sharing Agreement, dated March 1,2000, among
Registrant and Registrant's gold lenders
10.44 Sixth Amendment to Amended and Restated Security Filed as an Exhibit to this Form 10-K
Agreement dated March 1, 2000, among Registrant and
Registrant's gold lenders
10.45 Ninth Amendment and Agreement to Consignment Agreement Filed as an Exhibit to this Form 10-K
dated March 1, 2000, between Registrant and Fleet
Precious Metals Inc. among Registrant and Registrant's
gold lenders
10.46 1999 Employee Change of Control Plan of the Registrant Filed as an Exhibit to this Form 10-K
10.47 1999 Non-Employee Director Change of Control Plan of the Filed as an Exhibit to this Form 10-K
Registrant
10.48 Contract of Sale dated September 16, 1999 between Filed as an Exhibit to this Form 10-K
Registrant and MacQuesten Realty Company
10.49 Mortgage dated August 16, 1993 between
31
32
Michael Anthony Company d/b/a MacQuesten Realty Company Filed as an Exhibit to this Form 10-K
and First Fidelity
10.50 Assumption Agreement dated September 16, 1999 among Filed as an Exhibit to this Form 10-K
Registrant, MacQuesten Realty Company, and First Union
National Bank, successor in interest to First Fidelity
10.51 Registrant's Form 8-K filed on September 21, 1999 Filed as an Exhibit to this Form 10-K
10.52 Bill of Sale dated October 28, 1999 between MADOR, S.A. Filed as an Exhibit to this Form 10-K
and Zona Franca San Isidro S.A.
10.53 Construction Agreement dated October 28, 1999 between Filed as an Exhibit to this Form 10-K
MADOR, S.A. and Zona Franca San Isidro, S.A.
21 Subsidiaries of the Registrant Filed as an Exhibit to this Form 10-K
23 Consent of BDO Seidman, LLP Filed as an Exhibit to this Form 10-K
23.1 Consent of Deloitte & Touche, LLP Filed as an Exhibit to this Form 10-K
27 Financial Data Schedule Filed as an Exhibit to this Form 10-K
REPORT ON FORM 8-K
(b) A report on Form 8-K was filed by Michael Anthony on September 21, 1999
with respect to Item 9 therein, a change in accounting firms.
32
33
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: April 26, 2000 MICHAEL ANTHONY JEWELERS, INC.
By: /s/ MICHAEL PAOLERICO
----------------------------------------
Michael W. Paolercio, Co-Chairman of the
Board and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael Paolercio Co-Chairman of the Board April 26, 2000
- ----------------------------------- and Chief Executive Officer
(Michael W. Paolercio) (Principal Executive Officer)
/s/ Anthony Paolercio Co-Chairman of the Board April 26, 2000
- ----------------------------------- and President
(Anthony Paolercio, Jr.)
/s/ Allan Corn Chief Financial Officer, April 26, 2000
- ----------------------------------- Senior Vice President
(Allan Corn) and Director (Principal
Accounting Officer)
/s/ Michael A. Paolercio Senior Vice President, April 26, 2000
- ----------------------------------- Treasurer and Director
(Michael Anthony Paolercio)
/s/ Michael Wager Director April 26, 2000
- -----------------------------------
(Michael Wager)
/s/ David Harris Director April 26, 2000
- -----------------------------------
(David Harris)
/s/ Donald Miller Director April 26, 2000
- -----------------------------------
(Donald Miller)
/s/ Nathan Light Director April 26, 2000
- -----------------------------------
(Nathan Light)
33
34
/s/ Barry Scheckner Director April 26, 2000
- -----------------------------------
(Barry Scheckner)
34
35
INDEPENDENT ACCOUNTANTS REPORT
Board of Directors and Stockholders of
Michael Anthony Jewelers, Inc.
Mount Vernon, New York
We have audited the accompanying consolidated balance sheet of Michael Anthony
Jewelers, Inc. as of January 29, 2000 and the related consolidated statement of
income, stockholders' equity, and cash flow for the period ended January 29,
2000. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Michael Anthony
Jewelers, Inc. at January 29, 2000, and the result of its operations and its
cash flow for the period ended January 29, 2000, in conformity with generally
accepted accounting principles.
BDO Seidman
New York, New York
March 31, 2000
F-1
36
INDEPENDENT AUDITORS' REPORT
Board of Directors and Stockholders
Michael Anthony Jewelers, Inc.
Mount Vernon, New York
We have audited the accompanying consolidated balance sheet of Michael Anthony
Jewelers. Inc. and subsidiaries as of January 30, 1999 and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for each of the two years in the period ended January 30, 1999. Our audits
also included the financial statement schedule listed in the Index at Item
14(a)(2) for each of the two years in the period ended January 30, 1999. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Michael Anthony Jewelers, Inc. and
subsidiaries as of January 30, 1999, and the results of their operations and
their cashflows for each of the two years in the period ended January 30, 1999
in conformity with generally accepted accounting principles. Also, in our
opinion, such financial statement schedule for each of the two years in the
period ended January 30, 1999 when, considered in relation to the basic
consolidated financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
Deloitte & Touche LLP
April 9,1999 (April 14,1999 as to Note 18)
F-2
37
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)
ASSETS January 29, January 30,
- ------ 2000 1999
----------- -----------
CURRENT ASSETS:
Cash and equivalents $ 2,580 $ 961
Accounts receivable:
Trade (less allowances of $1,007 and $1,124, respectively) 25,521 29,194
Other 287 203
Inventories 16,270 14,212
Prepaid expenses and other current assets 1,389 1,397
Deferred taxes 682 1,203
-------- --------
Total current assets 46,729 47,170
PROPERTY, PLANT AND EQUIPMENT - net 20,614 16,916
INTANGIBLES - net 169 377
OTHER ASSETS 402 574
-------- --------
$ 67,914 $ 65,037
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Accounts payable - trade $ 2,198 $ 2,808
Current portion of long-term debt 1,580 119
Current portion of capital leases 76 108
Taxes payable 1,974 812
Accrued expenses 4,941 4,152
-------- --------
Total current liabilities 10,769 7,999
-------- --------
LONG-TERM DEBT 12,684 12,498
-------- --------
CAPITAL LEASE LIABILITY - 11
-------- --------
DEFERRED TAXES 417 1,231
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock - par value $1.00 per share;
1,000,000 shares authorized; none issued - -
Common stock - par value $.001 per share;
20,000,000 shares authorized; 8,308,000 and
8,288,000 shares issued and outstanding as of
January 29, 2000, and January 30, 1999, respectively 8 8
Additional paid-in capital 31,826 31,762
Retained earnings 18,242 15,622
Treasury stock, 1,951,000 and 1,457,000 shares as of
January 29, 2000 and January 30, 1999, respectively (6,032) (4,094)
-------- --------
Total stockholders' equity 44,044 43,298
-------- --------
$ 67,914 $ 65,037
======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-3
38
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEAR ENDED
January 29, January 30, January 31,
2000 1999 1998
---- ---- ----
NET SALES $ 144,515 $ 137,009 $ 129,949
COST OF GOODS SOLD 110,096 105,870 107,182
--------- --------- ---------
GROSS PROFIT ON SALES 34,419 31,139 22,767
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 27,835 25,384 25,155
--------- --------- ---------
OPERATING INCOME/(LOSS) 6,584 5,755 (2,388)
--------- --------- ---------
OTHER INCOME (EXPENSES):
Gold consignment fee (1,483) (1,106) (1,305)
Interest expense (1,216) (1,184) (1,522)
Interest income 175 245 297
Other income 167 81 705
--------- --------- ---------
TOTAL OTHER INCOME/(EXPENSES) (2,357) (1,964) (1,825)
--------- --------- ---------
INCOME/(LOSS) BEFORE EXTRAORDINARY
ITEM AND INCOME TAXES 4,227 3,791 (4,213)
INCOME TAX PROVISION/(BENEFIT) 1,607 1,441 (1,601)
--------- --------- ---------
INCOME/(LOSS) BEFORE
EXTRAORDINARY ITEM 2,620 2,350 (2,612)
--------- --------- ---------
EXTRAORDINARY ITEM - REFINANCING OF
DEBT (net of income taxes of $130,000) - 212 -
--------- --------- ---------
NET INCOME/(LOSS) $ 2,620 $ 2,138 $ (2,612)
========= ========= =========
EARNINGS/(LOSS) PER SHARE - Basic
Income/(loss) before extraordinary item $ .40 $ .33 $ (.34)
Extraordinary item - (.03) -
--------- --------- ---------
NET EARNINGS/(LOSS) PER SHARE - Basic $ .40 $ .30 $ (.34)
========= ========= =========
EARNINGS/(LOSS) PER SHARE - Diluted
Income/(loss) before extraordinary item $ .39 $ .33 $ (.34)
Extraordinary item - (.03) -
--------- --------- ---------
NET EARNINGS/(LOSS) PER SHARE - Diluted $ .39 $ .30 $ (.34)
========= ========= =========
WEIGHTED AVERAGE NUMBER OF SHARES - Basic 6,592 7,111 7,746
========= ========= =========
WEIGHTED AVERAGE NUMBER OF SHARES - Diluted 6,702 7,111 7,746
========= ========= =========
F-4
39
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
40
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)
Common Stock Additional Treasury Stock
------------ Paid-In Retained --------------
Shares Dollars Capital Earnings Shares Dollars Total
------ ------- ------- -------- ------ ------- -----
Balance - February 1, 1997 8,279 $ 8 $31,732 $16,096 (250) $ (794) $47,042
Purchase of treasury stock - - - - (328) (1,056) (1,056)
Issuance of stock 3 - 15 - - - 15
Net Loss - - (2,612) - - (2,612)
------ ------ ------- -------- ------ ------- --------
-
Balance - January 31, 1998 8,282 8 31,747 13,484 (578) (1,850) 43,389
Purchase of treasury stock - - - - (879) (2,244) (2,244)
Issuance of stock 6 - 15 - - - 15
Net income - - 2,138 - - 2,138
------ ------ ------- -------- ------ ------- --------
-
Balance - January 30, 1999 8,288 8 31,762 15,622 (1,457) (4,094) 43,298
Purchase of treasury stock - - - - (494) (1,938) (1,938)
Proceeds from exercise of
stock options 15 - 44 - - - 44
Issuance of stock 5 - 20 - - - 20
Net income - - 2,620 - - 2,620
------ ------ ------- -------- ------ ------- --------
-
Balance - January 29, 2000 8,308 $ 8 $31,826 $ 18,242 (1,951) $ (6,032) $44,044
====== ====== ======= ========= ======= ========= ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
41
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED
January 29, January 30, January 31,
2000 1999 1998
----------- ----------- ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss) $ 2,620 $ 2,138 $ (2,612)
Adjustments to reconcile net income/(loss) to net cash
provided by operating activities:
Depreciation and amortization 4,091 3,535 4,761
Provision for doubtful accounts 60 212 284
Provision for sales returns (110) 106 -
Deferred tax (benefit)/provision (293) (70) (392)
Loss/(gain) on disposal of property, plant
and equipment (45) 7 (2)
Provision for stock compensation 20 15 15
(Increase)/decrease in operating assets:
Accounts receivable 3,639 (7,441) (761)
Inventories (2,058) (1,299) 5,990
Prepaid expenses and other current assets 8 1,910 (2,422)
Other assets 210 480 (310)
Increase/(decrease) in operating liabilities:
Accounts payable (610) (62) (271)
Taxes payable 1,162 - -
Accrued expenses 789 579 583
-------- -------- --------
Net cash provided by operating activities 9,483 110 4,863
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (6,642) (2,221) (4,010)
Proceeds from sale of equipment 175 15 34
-------- -------- --------
Net cash used in investing activities (6,467) (2,206) (3,976)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of long-term debt
and capital lease liabilities (404) (1,446) (3,514)
Proceeds from long-term debt 901 - -
Proceeds from line of credit 16,400 10,500 15,700
Payments to line of credit (16,400) (10,500) (15,700)
Proceeds from exercise of stock options 44 - -
Purchase of treasury stock (1,938) (2,244) (1,056)
-------- -------- --------
Net cash used in financing activities (1,397) (3,690) (4,570)
-------- -------- --------
NET INCREASE/(DECREASE) IN CASH 1,619 (5,786) (3,683)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR 961 6,747 10,430
-------- -------- --------
CASH AND EQUIVALENTS AT END OF YEAR $ 2,580 $ 961 $ 6,747
======== ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
42
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEAR ENDED
January 29, January 30, January 31,
2000 1999 1998
---- ---- ----
SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES:
Investing:
Mortgage incurred with purchase of building $929 - -
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Cash paid during the year for:
Interest and gold consignment fees $2,959 $2,592 $2,858
Income taxes $ 804 $ 835 $ 95
The accompanying notes are an integral part of these consolidated financial
statements.
F-8
43
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS
Michael Anthony Jewelers, Inc. ("the Company"), is a leading designer,
marketer and manufacturer of affordable fine jewelry whose customers
include jewelry chain stores, discount stores, department stores,
television home shopping networks, catalogue retailers, and wholesalers.
BASIS OF CONSOLIDATION AND PRESENTATION
The accompanying consolidated financial statements include the accounts
of Michael Anthony Jewelers, Inc. and its subsidiaries, all of which are
wholly-owned. All intercompany balances and transactions have been
eliminated.
INVENTORIES AND COST OF GOODS SOLD
Inventories are valued at lower of cost (first in first-out method) or
market.
The Company satisfies a majority of its gold supply needs through gold
consignment agreements with financial institutions that lease gold to
the Company ("gold lenders"), whereby the gold lenders have agreed to
consign fine gold to the Company (see Note 4). In accordance with the
terms of the agreements, the Company has the option of repaying the gold
lenders in an equivalent number of ounces of fine gold or cash based
upon the then quoted market price of gold.
The principal component of cost of goods sold is the cost of the gold
bullion and other raw materials used in the production of the Company's
jewelry. Other components of cost of goods sold include direct costs
incurred by the Company in its manufacturing operations, depreciation,
freight and insurance.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are carried at cost. Depreciation is
computed using the straight-line method over the estimated useful lives
of the assets, five to fifteen years for machinery and equipment and
thirty years for buildings. Leasehold improvements are amortized over
the lesser of the estimated life of the asset or the lease.
F-9
44
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
MOLDS AND MODELS
For molds and models with a life greater than one year, the Company
capitalizes and amortizes the costs over a three-year period. In fiscal
2000 and 1999 the Company capitalized approximately $556,000 and
$446,000, respectively.
INTANGIBLES
Intangible assets (net of accumulated amortization of $1,830,000 and
$1,623,000 as of January 29, 2000 and January 30, 1999, respectively),
consist of patents which are amortized on a straight-line basis over the
lives of the patents, approximately 14 years and a
covenant-not-to-compete which is amortized on a straight-line basis over
the life of the covenant of five years.
LONG-LIVED ASSETS
In accordance with Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long-lived Assets and for
Long-lived Assets to be Disposed Of ", long-lived assets and certain
identifiable intangibles (excluding financial instruments and deferred
tax assets) to be held and used are reviewed by the Company for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.
If a review for recoverability is necessary, the Company estimates the
future cash flows expected to result from the use of the asset and its
eventual disposition. If the sum of the expected future cash flows
(undiscounted and without interest charges) is less than the carrying
amount of the asset, an impairment loss is recognized. Otherwise, an
impairment loss is not recognized. Any impairment loss recognized is
measured as excess of carrying amount of the asset over the fair value
of the asset. For the years ended January 31, 1998, January 30, 1999 and
January 29, 2000, there were no impairment losses.
REVENUE RECOGNITION
Revenue from sales to customers (other than consignment) is recognized
at the time the merchandise is shipped. Merchandise sold under
consignment arrangements between the Company and certain customers is
not recognized as revenue by the Company until the products are sold by
the consignee. In certain cases, the Company accepts payment for
F-10
45
merchandise in gold. Additionally, the Company enters into arrangements
for certain customers of its rope chain and tubing products whereby the
gold value of the finished
F-11
46
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
REVENUE RECOGNITION (Continued)
product is transferred in the form of fine gold ounces from the customer
to the Company. The value of the finished product that exceeds the gold
content value is recovered as revenue and the related cost to
manufacture is recorded as an expense ("tolling arrangements").
ALLOWANCE FOR SALES RETURNS
The Company reduces gross sales by the amount of discounts and returns
to determine net sales. Each month the Company estimates a reserve for
returns based on historical experience and the amount of gross sales.
The reserve is adjusted periodically to reflect the Company's actual
return experience.
CATALOG COSTS
Catalog costs are charged to expense as incurred, the only exception
being major catalog revisions. Costs capitalized are amortized over the
units of catalogs shipped, up to a maximum of two years. At January 29,
2000, January 30, 1999 and January 31, 1998, in connection with three
significant catalog revisions, approximately $169,000, $52,000, and
$210,000, respectively, had been capitalized. Included in the statement
of operations for the years ended January 29, 2000, January 30, 1999 and
January 31, 1998, is amortization expense of $124,000, $158,000 and
$229,000, respectively.
CASH EQUIVALENTS
Highly liquid investments with maturities of three months or less at the
date of acquisition are classified as cash equivalents.
FINANCIAL INSTRUMENTS
The Company utilizes financial instruments, including commodity futures,
forwards and options on futures, to limit its exposure to fluctuations
in the price of gold. The Company does not hold or issue such
instruments for trading purposes. The Company hedges its future
contracts for gold against anticipated sales commitments with its
customers. Gains or losses on the future contracts are deferred until
settlement of the related anticipated sales to a customer. At January
29, 2000, there were no forward contracts and options on futures
outstanding. The Company's exposure to market risk related to the
derivative financial instruments is limited to fluctuations in the price
of gold. The Company is also exposed to
F_12
47
credit loss in the event of nonperformance by the counterparties to the
instruments; however, the risk of credit loss is not considered to be
significant.
F-13
48
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
EARNINGS PER SHARE
During the year ended January 31, 1998, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share", ("SFAS
128"), which requires presentation of basic and diluted earnings per
share ("EPS") on the face of the consolidated statements of operations
and requires a reconciliation of the numerators and denominators of the
basic and diluted EPS calculations. Basic EPS is computed by dividing
net income by the weighted average shares outstanding for the period.
Diluted EPS reflects the potential dilution that could occur if options
to issue common stock were exercised and converted to common stock.
Options and warrants outstanding were not materially dilutive for each
of the three years in the period ended January 29, 2000.
NEW ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," SFAS No. 133, as amended by SFAS No. 137, is
effective for fiscal years beginning after June 15, 2000. SFAS No. 133
requires that all derivative instruments be measured at fair value and
recognized in the balance sheet as either assets or liabilities. The
Company is currently evaluating the impact of adopting SFAS No. 133.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
FISCAL YEAR END
The Company's fiscal year end is the Saturday closest to the end of
January. The financial statements for the fiscal years ended January 29,
2000, January 30, 1999 and January 31, 1998 were comprised of 52 weeks,
respectively.
RECLASSIFICATIONS
Certain reclassifications were made to the prior year's financial
statements to conform to the current year's presentation.
F-14
49
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
2. INVENTORIES
Inventories consist of: January 29, January 30,
2000 1999
---------- --------
(In thousands)
Finished goods $34,908 $31,349
Work in process 14,012 14,324
Raw materials 5,426 3,635
-------- --------
54,346 49,308
Less:
Consigned gold 38,076 35,096
------- --------
$16,270 $14,212
======= =======
At January 29, 2000 and January 30, 1999, inventories excluded
approximately 133,000 and 123,000 ounces of gold on consignment,
respectively.
3. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
January 29, January 30,
2000 1999
---------- --------
(In thousands)
Machinery and equipment $39,130 $34,441
Leasehold improvements - 2,573
Building and building improvements 11,137 6,337
Land 2,192 1,638
-------- --------
52,459 44,989
Less: Accumulated depreciation
and amortization 31,845 28,073
------- --------
$20,614 $16,916
======= =======
Included in property, plant and equipment as of January 29, 2000, are
capitalized leases with a carrying value of $274,000. Total capitalized
lease amortization expense was $207,000 and $215,000 for the years ended
January 29, 2000 and January 30,1999.
F-15
50
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
4. GOLD CONSIGNMENT AGREEMENTS
The Company has gold consignment agreements with gold lenders. Under the
terms of the agreements, the Company is entitled to lease the lesser of
an aggregate amount of 245,000 ounces, or an aggregate consigned gold
value not to exceed $86,250,000. In March 2000, Michael Anthony received
approval from a new gold lender which will increase the aggregate ounces
of fine gold to 270,000 ounces with an aggregate value of $92,250,000.
The consigned gold is secured by certain property of the Company
including its inventory and equipment. Title to such consigned gold
remains with the gold lenders until the Company purchases the gold.
However, during the period of consignment, the entire risk of physical
loss, damage or destruction of the gold is borne by the Company. The
purchase price per ounce is based on the daily Second London Gold Fix.
The Company pays the gold consignors a consignment fee based on the
dollar value of gold ounces outstanding, as defined in the agreements.
The consignment agreements are terminable by the Company or the
respective gold lenders upon 30 days notice. If any gold lender were to
terminate its existing gold consignment agreement, the Company does not
believe it would experience an interruption of its gold supply that
would materially adversely affect its business. The Company believes
that other consignors would be willing to enter into similar
arrangements if any gold lender terminates its relationship with the
Company.
The consignment agreements contain certain restrictive covenants
relating to maximum usage, net worth, working capital, and other
financial ratios, and each of the agreements require the Company to own
a specific amount of gold at all times.
As of January 29, 2000, the Company was in compliance with these
covenants, and the Company's owned gold inventory was valued at
approximately $3,724,000.
5. ACCRUED EXPENSES
Accrued expenses consist of the following:
January 29, January 30,
2000 1999
-----------------------------
(In thousands)
Accrued advertising and royalty expenses 2,508 $2,119
Accrued payroll expenses 1,585 1,228
Customer deposits payable 252 261
Accrued interest 57 15
Other accrued expenses 539 529
------- --------
F-16
51
$4,941 $4,152
====== ======
F-17
52
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
6. LONG-TERM DEBT
--------------
Long-term debt consists of the following:
January 29, January 30,
2000 1999
--------- ------
(In Thousands)
Note payable - interest at 6.85%, interest only of $60,000 payable
monthly for first year, interest and principal of $157,000 payable
monthly over a seven-year term through
January 2007. $10,444 $10,444
Mortgage payable - interest at 8%, interest and principal of $24,000
payable monthly over a ten-year term through
October 2005. 2,053 2,173
Note payable - interest at 7.05%, interest and principal of $8,500
payable monthly over a fifteen year term
through March 2014 904 -
Mortgage payable - interest at 7.5%, interest and principal of $22,000
payable monthly over a four-year term through
September 2003 863 -
---------- ------------
14,264 12,617
Less: current portion 1,580 119
--------- ----------
$12,684 $12,498
On January 27, 1999, the Company repaid its existing long-term debt with the
insurance companies. The Company obtained a loan from a new lender in the
amount of $10,444,000. As collateral for the loan, the Company granted the
lender a lien on the Company's machinery and equipment. The loan has an
eight-year term and accrues interest at 6.85%. The loan does not contain any
restrictive financial covenants. The loan agreement contains a cross
collateral/cross default clause in connection with the Company's Line of
Credit Agreement (see Note. 7).
The proceeds from the loan were used to repay the notes with the insurance
companies. The Company incurred $10,000 of costs which are being amortized
over the term of the new loan. Costs of $342,000 associated with the old
debt were written off as an extraordinary charge.
The 8.0% mortgage payable is secured by the Company's corporate headquarters
building and land. Additionally, the mortgage agreement contains certain
restrictive financial covenants.
F-18
53
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
6. LONG-TERM DEBT (Continued)
---------------
On February 10, 1999, the Company obtained a loan in the amount of $937,500.
As collateral for the loan, the Company granted the lender a first mortgage
on one of its manufacturing facilities. The mortgage has a fifteen-year term
and accrues interest at an annual rate of 7.05%. At January 29, 2000,
$904,000 of principal remained outstanding under the loan.
On September 16, 1999 the Company exercised the option to purchase the
remaining manufacturing and distribution facilities housed in the buildings
located at 60 and 70 South MacQuesten Parkway, Mt. Vernon at an aggregate
purchase price of $2,450,000. The Company incurred $929,000 of long-term
debt, which has a four-year term and accrues interest at an annual rate of
7.50%. At January 29, 2000, $863,000 of principal remained outstanding under
the loan.
Maturities of long-term debt as of January 29, 2000 are as follows (in
thousands):
YEAR ENDING JANUARY
2001 $1,580
2002 1,697
2003 1,821
2004 1,873
2005 1,812
Thereafter 5,481
---------
$14,264
7. LINE OF CREDIT
--------------
At January 29, 2000, the Company had an unused line of credit arrangement
with a commercial bank which varies seasonally from $10,000,000 to
$18,350,000 (the "line of credit"). The line of credit is secured by certain
assets of the Company, including accounts receivable and inventory.
Borrowings under the facility bear interest at the Company's option of the
bank's prime rate, the fixed rate loan (as defined in the agreement) or the
adjusted Eurodollar rate plus 2.5%. The line of credit expires on July 31,
2000 subject to annual renewal. Management believes that the line of credit
will be renewed; however, if the current lender decides not to renew the
line, the Company believes that other lenders would be willing to enter into
a similar arrangement.
F-19
54
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
The carrying amounts and fair values of the Company's financial instruments
are as follow:
January 29, 2000 January 30, 1999
---------------- ----------------
Carrying Fair Carrying Fair
Value Value Value Value
----- ----- ----- -----
(In thousands)
Notes with lenders:
6.85% note payable $10,444 $10,078 $10,444 $10,444
8.0% mortgage payable 2,053 2,053 2,173 2,291
7.05% note payable 904 852 - -
7.5% mortgage payable 863 863 - -
The fair value of the 8.0% note payable and the 7.5% mortgage payable were
assumed to reasonably approximate the carrying amount since the debt was
recently issued. The fair value of the mortgage payable was based on current
rates available to the Company for debt with similar remaining maturities.
At January 30, 1999 the fair value of the 6.85% note payable was assumed to
reasonably approximate the carrying amount since the debt was recently
issued.
The Company believes the carrying amount of the following financial
instruments is equal to their fair value due to their short period of
maturity: cash, accounts receivable, accounts payable and accrued expenses.
The Second London Gold Fix is used daily to value the ounces of gold and as
such the carrying value of gold inventory approximates fair value.
9. INCOME TAXES
------------
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial
purposes and for income tax purposes.
Income tax provision/(benefit) consists of the following:
YEAR ENDED
January 29, January 30, January 31,
2000 1999 1998
---- ---- ----
(In thousands)
Current:
Federal $1,630 $1,406 $(1,080)
State and local 270 105 (129)
------ ------ --------
F-20
55
1,900 1,511 (1,209)
Deferred income tax (293) (70) (392)
------ ------ --------
Total $1,607 $1,441 $(1,601)
====== ====== ========
F-21
56
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
9. INCOME TAXES (Continued)
------------
The following is a reconciliation of the federal statutory rate to the
effective tax rate:
YEAR ENDED
January 29, January 30, January 31,
2000 1999 1998
---- ---- ----
Statutory tax (benefit) rate 34.0% 34.0% (34.0)%
State and local taxes (benefit),
net of federal benefit 3.0 3.0 (4.0)
Other 1.0 1.0 -
----- ---- -----
Statutory tax (benefit) rate 38.0% 38.0% (38.0)%
===== ==== =====
The tax effects of significant items comprising the Company's deferred tax
liabilities and assets are as follows (in thousands):
January 29, January 30,
2000 1999
------------ --------
Non-current deferred tax liabilities:
Difference between book and tax
depreciation methods $417 $1,231
---- ------
Current deferred tax assets:
Reserves for sales returns and
doubtful accounts 383 427
Inventory reserve 222 424
Other 77 352
------- --------
682 1,203
------- ------
Net deferred tax (asset)/liabilities $(265) $28
======== =======
10. OTHER INCOME/(EXPENSES)
-----------------------
Other income for the year ended January 31, 1998 included a gain of
approximately $625,000 on the sale of an asset.
F-22
57
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
11. RELATED PARTY TRANSACTIONS
--------------------------
On September 16, 1999, the Company acquired two buildings which house two
manufacturing facilities, located at 70 and 60 South MacQuesten Parkway,
Mount Vernon, New York from MacQuesten Realty Company ("MRC"), a partnership
consisting of certain stockholders of the Company, for a price of
$2,450,000.
The Company incurred $929,000 of long term debt, which has a four-year term
and accrues interest at an annual rate of 7.50%, and paid the balance with
cash from its operations. At January 29, 2000, $863,000 of principal
remained outstanding under the loan.
On February 29, 2000, the Company loaned $123,000 to an officer. Interest on
the unpaid principle of $123,000 accrues at the rate of 8% per annum until
the maturity date of December 31, 2000.
12. LEASES AND COMMITMENTS
----------------------
(a) Rent expense related to the MRC leases for the years ended January 29,
2000, January 30, 1999 and January 31, 1998 amounted to $349,000, $504,000
and $498,000, respectively, principally for manufacturing and distribution
facilities.
(b) The Company's product line includes licensed goods manufactured pursuant
to two or three year agreements with licensors. Royalty fees range from 6%
to 12% of net sales of these products, or a minimum guarantee, whichever is
greater. The Company records the related expense over the units sold.
As of January 29, 2000, the future guaranteed royalty commitments are as
follows:
Year Ending Guaranteed
January Royalty
------- Commitments
-----------
(in thousands)
2001 $520
2002 285
2003 48
----
$853
====
F-23
58
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
12. LEASES AND COMMITMENTS (Continued)
----------------------
(c) The Company, through MADOR S.A., has entered into a Real Estate Purchase
Agreement and a Construction Agreement with Zona Franca San Isidro, S.A. for
the construction of a 40,000 square feet assembly and manufacturing facility
located in the Dominican Republic that is expected to be operational in
August 2000 at a cost of approximately $2,000,000 for land, building and
machinery.
13. STOCK PLANS
-----------
The Company has elected to continue to account for employees stock-based
transactions under Accounting Principles Board No. 25, "Accounting for Stock
Issued to Employees". Since the exercise price of all stock options granted
under the stock plans were equal to the price of the stock at the date of
grant, no compensation has been recognized by the Company. Under the
Company's stock option agreements, had the compensation expense been
determined based upon the fair value at the grant date consistent with the
methodology prescribed under SFAS No. 123, "Accounting for Stock Based
Compensation," the Company's pro forma, net income (loss) and earnings
(loss) per share would have been net income (loss) of $2,472,000,
$2,074,000, and $(2,674,000), and $.37, $.29, and $(.35) earnings (loss) per
share for the years ended January 29, 2000, January 30, 1999 and January 31,
1998, respectively. The weighted average per share fair value of the options
granted during the years ended January 29, 2000, January 30, 1999 and
January 31, 1998 were estimated at $1.00, $.84, and $.74, respectively, on
the dates of grant using the Black-Scholes option-pricing model with the
following weighted average assumptions:
January 29, January 30, January 31,
2000 1999 1998
---- ---- ----
Expected life (years) 3 2 2
Risk-free interest rates 6.5% 5.5% 5.6%
Expected volatility 49.7% 44.4% 36.9%
Expected dividend yield - - -
The pro forma effect on net income and earnings per share for the year ended
January 29, 2000 may not be representative of the pro forma effect in future
years because it includes compensation cost on a straight line basis over
the vesting periods of the grants and does not take into consideration the
pro forma compensation costs for grants made prior to 1996.
F-24
59
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
- --------------------------------------------------------------------------------
13. STOCK PLANS (Continued)
-----------
INCENTIVE STOCK OPTION PLANS
During the year ended June 30, 1994, the Company adopted the 1993 Long-Term
Incentive Plan and the 1993 Non-Employee Directors' Stock Option Plan. The
Plans permit the granting of incentive stock options and non-qualified stock
options to employees and non-employee directors for the purchase of up to an
aggregate of 2,000,000 and 250,000 shares of common stock, respectively. The
option term is for a period not to exceed five years from the date of grant.
Long-Term Incentive Plan
------------------------
Weighted
Average Exercise
Shares Option Price Price
------ ------------ -----
Outstanding at February 1, 1997 668,500 $3.91 $2.63-$7.75
Lapsed (114,000) $2.63-$6.13 $2.63-$6.13
Granted 134,000 $3.00 $2.13-$3.00
-------
Outstanding at January 31, 1998 688,500 $3.60 $2.13-$7.75
Lapsed (190,000) $4.14 $2.94-$7.75
Granted - Additions 150,000 $3.13 $3.13
-------
Outstanding at January 30, 1999 648,500 $3.33 $2.13-$6.13
Lapsed (86,000) $5.35 $2.75-$6.13
Exercised (15,000) $2.94 $2.94
Granted 288,000 $3.51 $3.13-$3.63
-------
Outstanding at January 29, 2000 835,500 $3.19 $2.13-$3.63
=======
Options exercisable at January 29, 2000 were for 426,880 shares of common
stock at prices between $2.13 - $3.63 a share. At January 29, 2000, shares
for future option grants totaling 1,119,500 were available under the plan.
F-25
60
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
13. STOCK PLANS (Continued)
-----------
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
-----------------------------------------
Weighted
Average Exercise
Shares Option Price Price
------ ------------ -----
Outstanding at February 1, 1997 50,000 $3.63 $2.63 - $5.00
Lapsed (5,000) $4.18 $4.18
Granted 15,000 $3.00 $2.69 - $3.00
-------
Outstanding at January 31, 1998 60,000 $2.69 $2.63 - $5.00
Lapsed (10,000) $4.19 $4.19
Granted 15,000 $2.75 $2.56 - $3.00
-------
Outstanding at January 30, 1999 65,000 $3.08 $2.39 - $5.00
Lapsed (5,000) $5.00 $5.00
Granted 15,000 $3.27 $2.88 - $3.88
-------
Outstanding at January 29, 2000 75,000 $3.03 $2.56 - $3.88
=======
Options exercisable at January 29, 2000 for 45,000 shares of common stock at
prices between $2.56 - $3.50 a share. At January 29, 2000, shares for future
option grants totaling 175,000 were available under this plan.
WARRANTS AND NON-QUALIFIED OPTIONS
The Company has granted common stock purchase warrants and non-qualified
options.
The changes in the number of shares under the stock purchase warrants and
non-qualified options and the weighted average option price per share are as
follows:
F-26
61
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
13. STOCK PLANS (Continued)
-----------
Weighted
Average Exercise
Shares Option Price Price
------ ------------ -----
Outstanding at February 1, 1997 25,000 $5.82 $3.25 - $7.50
Granted 96,000 $3.00 $3.00
--------
Outstanding at January 31, 1998 121,000 $3.58 $3.00 - $7.50
Lapsed (25,000) $5.82 $3.25 - $7.50
--------
Outstanding at January 30, 1999 96,000 $3.00 $3.00
Granted - $ - $ -
--------
Outstanding and exercisable
at January 29, 2000 96,000 $3.00 $3.00
========
OUTSTANDING EXERCISABLE
---------------------------------------- ----------------------------
Weighted
Average
Remaining Weighted Weighted
Range of Number Years of Average Number Average
Exercise of Contractual Exercise of Exercise
Prices Options Life Price Options Price
--------- ----------- ------------ ---------- ---------- -----------
$2.13-$2.70 35,000 2.8 $2.42 21,850 $2.40
$2.70-$3.28 718,500 1.9 $3.04 526,030 $3.02
$3.28-$3.90 253,000 4.0 $3.60 20,000 $3.36
--------------------------------------------------------------------------------
In Total 1,006,500 2.5 $3.16 567,880 $3.01
--------------------------------------------------------------------------------
14. RETIREMENT PLAN
---------------
The Company established a 401(k) Retirement Plan and Trust for all eligible
employees. Under the terms of the plan the employee may contribute 1% to 20%
of compensation. There is a partial employer matching contribution. Included
in the statement of operations for the years ended January 29, 2000, January
30, 1999 and January 31, 1998 is $58,000, $69,000 and $96,000 of expense for
the employer portion of the contribution.
15. SIGNIFICANT CUSTOMERS
---------------------
Sales to the Company's two largest customers were approximately 15% and 12%,
13% and 11%, and 13% and 13%, respectively, of net sales for the years ended
January 29, 2000, January 30, 1999 and January 31, 1998.
F-27
62
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
16. STOCK REPURCHASE PROGRAM
------------------------
In December 1995, the Company announced a Common Stock Repurchase Program,
(the "1995 Stock Repurchase Program"), pursuant to which the Company may
repurchase up to 750,000 shares of Common Stock. On April 4, 1997, the Board
of Directors authorized an increase of an additional 500,000 shares of
common stock that the Company may repurchase under the stock repurchase
plan. On May 26, 1998, the Board of Directors authorized an increase of up
to an additional 1,000,000 shares of common stock that the Company may
repurchase under the Stock Repurchase Plan. During the years ended January
29, 2000, January 30, 1999 and January 31, 1998, the Company repurchased a
total of 494,000, 879,000 and 328,000 shares, respectively, on the open
market under the 1995 Stock Repurchase Program for an aggregate price of
approximately $1,938,000, $2,244,000 and $1,056,000, respectively.
17. LEGAL PROCEEDINGS
-----------------
In October 1997, a decision was entered in a case whereby the Company was
ordered to pay the plaintiff according to the terms of an agreement entered
into on May 16, 1986. On April 20, 1998, the Company settled the case and
any future payments that would have been payable under the agreement for a
one-time payment of $600,000. The settlement expense is included in selling,
general and administrative expenses for the year ended January 31, 1998.
The Company is involved in various legal claims and disputes, none of which
is considered material and all of which, for the most part, are normal to
the Company's business. In the opinion of management, the amount of losses
that might be sustained, if any, from such claims and disputes would not
have a material effect on the Company's financial statements.
18. COMMITMENTS AND CONTINGENCIES
-----------------------------
In early 1999, at the decision of the compensation committee the Company
adopted a Change of Control Plan for executive officers, other key
employees, and Non-Employee Directors. The Plan provides for severance
payments to executive officers and other key employees. The severance
payments will be an amount equal to one times the individual's most recent
salary and bonus. The Plan also provides for continuation of medical and
dental benefits for a period of one year and automatic vesting of stock
options, if permissible under the applicable stock option plan. The
Non-Employee Director Plan provides for a payment of the sum of the
Non-Employee Director's regular compensation at the rate in effect at the
time of the change of control. These benefits are triggered upon a change
of control, as defined in the plan. Individual Agreements under the Plan
have been entered into with each of the executive officers, other key
employees and Non-Employee Directors.
F-28
63
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Summary of Quarterly Results (Unaudited) (in thousands)
Year Ended January 29, 2000 Year Ended January 30, 1999
-------------------------------------------- --------------------------------------------
Quarter Ended Quarter Ended
-------------------------------------------- --------------------------------------------
May 1, Jul. 31, Oct. 30, Jan. 29, May 2, Aug. 1 Oct. 31, Jan. 30
1999 1999 1999 2000 1998 1998 1998 1999
-------- -------- -------- -------- -------- -------- -------- --------
Net sales (A) $ 28,982 $ 25,331 $ 49,935 $ 40,267 $ 30,432 $ 26,912 $ 43,758 $ 35,907
Cost of goods sold 22,171 19,187 38,418 30,320 23,925 21,163 34,373 26,409
-------- -------- -------- -------- -------- -------- -------- --------
Gross profit 6,811 6,144 11,517 9,947 6,507 5,749 9,385 9,498
Selling, general &
administrative expenses 6,163 6,420 8,265 6,987 5,688 5,686 6,949 7,061
-------- -------- -------- -------- -------- -------- -------- --------
Operating Income 648 (276) 3,252 2,960 819 63 2,436 2,437
Other income (expense):
Gold consignment fees (224) (277) (581) (401) (260) (242) (344) (260)
Interest expense (233) (239) (270) (474) (277) (266) (283) (358)
Interest income 76 63 18 17 81 78 52 34
Other - net 27 28 141 (28) 15 18 31 17
-------- -------- -------- -------- -------- -------- -------- --------
Total other income (expense) (354) (425) (692) (886) (441) (412) (544) (567)
Income/(loss) from operations
before extraordinary item
and income taxes 294 (701) 2,560 2,074 378 (349) 1,892 1,870
Income tax provision/(benefit) 111 (265) 972 789 144 (133) 719 711
-------- -------- -------- -------- -------- -------- -------- --------
Net income/(loss) before
Extraordinary item 183 (436) 1,588 1,285 234 (216) 1,173 1,159
-------- -------- -------- -------- -------- -------- -------- --------
Extraordinary item - net of
income taxes of $130,000 - - - - - - - 212
-------- -------- -------- -------- -------- -------- -------- --------
Net income/(loss) $ 183 $ (436) $ 1,588 $ 1,285 $ 234 $ (216) $ 1,173 $ 947
======== ======== ======== ======== ======== ======== ======== ========
Earnings/(loss) per share (B):
Income/(loss) before
extraordinary item $ 0.03 $ (0.06) $ 0.25 $ .20 $ 0.03 $ (0.03) $ 0.17 $ 0.17
Extraordinary item - - - - - - - (0.03)
-------- -------- -------- -------- -------- -------- -------- --------
Net earnings/(loss) per share $ 0.03 $ (0.06) $ 0.25 $ .20 $ 0.03 $ (0.03) $ 0.17 $ 0.14
======== ======== ======== ======== ======== ======== ======== ========
(A) The Company's net sales are subject to seasonal fluctuation. This
fluctuation is mitigated to a degree by the early placement of orders for the
holiday season.
(B) Per share amounts do not always add to the annual per share amount because
the figures are required to be independently calculated.
F-29
64
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Michael Anthony Jewelers, Inc.
Mount Vernon, New York
The audit referred to in our report dated March 31, 2000 relating to the
consolidated financial statements of Michael Anthony Jewelers, Inc. and
subsidiaries which is contained in Item 8 of Form 10-K, included the audit of
the financial statements schedule listed in the accompanying index for the year
ended January 29, 2000. The financial statements schedule is the responsibility
of management. Our responsibility is to express an opinion on the financial
statements schedule based on our audit.
In our opinion, such financial statements schedule presents fairly, in all
material respects, the information set forth therein.
BDO Seidman, LLP
New York, New York
March 31, 2000
S-1
65
MICHAEL ANTHONY JEWELERS, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)
- -----------------------------------------------------------------------------------------------------------------------------------
ADDITIONS
BALANCE AT ADDITIONS CHARGED CHARGED TO BALANCE AT
BEGINNING OF TO COSTS AND OTHER END OF
DESCRIPTION PERIOD EXPENSES ACCOUNTS DEDUCTIONS(A) PERIOD
- -----------------------------------------------------------------------------------------------------------------------------------
Allowance for doubtful accounts:
- -----------------------------------------------------------------------------------------------------------------------------------
Year ended January 29, 2000 $538 $60 $- $(68) $530
Year ended January 30, 1999 716 212 - (390) 538
Year ended January 31, 1998 656 284 - (224) 716
Allowance for sales returns:
Year ended January 29, 2000 $586 $397 - $(506) $477
Year ended January 30, 1999 480 506 - (400) 586
Year ended January 31, 1998 748 - (268) 480
-
(A) Allowances, returns and uncollectible accounts charged
against the reserve, (net of collections on previously
written-off accounts).
S-2